My Little Pony: Age of Reclamation
by Blitzkrieg32
Summary: See inside for summary
1. Chapter 1

Summary: During the battle of Reach, a Forerunner/Human Agriculture ship and it's escorts where able to escape the Covenant war machine and slip space into the Zeta Leporis System. Upon leaving slip-space they were contacted by an ancient Forerunner, who tells them of the importance of Humanity's birth right that was taken from them and the 'Elements of Harmony' that'll affect Humanity and Equines as a whole, can the fleet stop threats both on and off the planet, or will Humanity fail to protect the Planet from becoming another mark on the Covenant Genocidal campaign?

* * *

Chapter one: Evacuation and Meetings

Reach

Humanity's 'Fortress among the stars', the UNSC's largest naval base, strategic headquarters, and second-largest population center, holding nearly 24 billion colonists, behind Earth's 32 billion.

Reach sister planet, Tribute, also was significant, in 2364, when the planet was the home to facilities that held vast technology that dates back to when Humanity was still a hunter-gatherer society. With the technology inside the facility used, they ushered a new age of peace, with medical advancement extended human lifespan to nearly 1000 years, with most diseases and cancers being wiped out, along with increase in bone density, muscle mass and stamina making an average human five times stronger and faster than humans in the 21st century.

Along with medical advancement, the military also used the many scattered ship pieces to build a new and improved fleets, something that would take decades to make, along with better FTL drive, in which helped humanity to annex over eight thousand planets, which a fourth of them are colonies and the rest as resource worlds.

To billions, it was Humanity's 'prized' world, as of containing rich Titanium mines and most importantly, the home of the surviving Spartan-II and Spartan-III, supersoldiers who were three times stronger and faster than the average human living on Reach.

But now, Reach was the site of a battle that was being fought between the Covenant, an collection of alien species who declared a genocidal campaign against humanity, as the 150 ships and millions of the men and women of the UNSC prepare for the fight of their lives, which would determine the fate of humanity, with Reach at the metaphorical doorstep of Humanity's kept secret from the Covenant.

Earth.

After Winter Contingency was announced, the planet started to evacuate, with civilians heading to the Orbital Elevators and spaceports to escape the soon to be bloodbath. But, several day earlier, their fears increased when a fleet of over 300 Covenant ships arrived and started to attack Tribute and Reach. Now, it was a fight for survival, as the Spartans all over the planet were engaging the Covenant, hell-bent on protecting their home, even to their last dying breath.

As the Battle for Reach started, most of the Spartans were called to defend the Generators for their Orbital Defense Platforms in geosynchronous orbit, the only weapons that both UNSC and Covenant can't withstand one shot, and strategically placed assets all over Reach, including evac sites for civvies, but, during the ensuing battle, three Spartan teams, Noble Team, Phantom Squad and Rogue Squad, were called for different missions.

Noble Team was to destroy Sword Base to deny the enemy of any valuable Intel, including the location of Earth, Rogue Squad was sent to destroy a small staging area that the Covenant were using that was just outside of New Alexandria and Phantom Squad were called to defend New Alexandria last evac site.

Tuesday, August 23rd, 2552

"Hurry up Marines, I wanted turrets at those chokepoints yesterday!" A Marine Sergeant yelled, as the local Police, PDF and the 1st and 3rd battalion of the 13th Marine Regiment, along with assistance from the remnant of the 3rd and 5th Armored Division, containing 23 M808 "Scorpion" MBT, 15 M850 Main Battle Tank or "Grizzly" tank, as most Marines call them, and 6 SP42 "Cobra" Main Battle Tank, started to put up defenses against the Covenant, knowing all too well that they were on their way. While civilians were coming from an underground tunnel to fill the evac zone, with some armed with pistols and DMRs to help bolster the local force, they heard the tell tale signs of a Falcon coming in.

They all looked up and saw a logo that sent a chill down their spin, the Office of Naval Intelligence, or ONI, the UNSC intelligence and black ops department. While most believed that they were shady group of people who should be executed, most UNSC Personnel knows that ONI was willing to put itself into the bad spotlight if it means the survival of humanity. When the Falcon landed, six figures exited the Falcon, in which everyone knows who they are.

Spartans.

The first to exit was a Brigadier wearing Recon armor painted red with white highlights. He carried a M392 DMR and a M6D pistol. His name was Marcus-A150, who is second in command of Phantom Squad. The next was an Warrant Officer who wore Sky Blue Air Assault Armor who carry two experimental Smg, which looks like the Vector SMG from the 21st Century, except a longer barrel and a bulkier stock, that fires .45 ACP plasma laced rounds. The Spartan was Callie-A280, the team's medic and third in command.

The third member wears a orange military police, and was a lieutenant Colonel. His weapons is a M7/Caseless SMG that fires heated 5mm round that burns armor and skin upon contact and a M6D pistol that uses semi or three round burst. The S-III name is Luke-B216, Phantom's Close Quarters specialist and Demolition Expert. The fourth wears white EOD armor and has a warrant officer insignia and his weapons were BR55 battle rifle and a M45 tactical shotgun. He was Andrew-B301, the team's hacker and communication officer.

The fifth was a Sergeant, wearing a forest green operator Armor,along that and being armed with a M45 shotgun that can be used to fire flechettes rounds and a M6D pistol with a extended clip. The Spartan's name is Blake-B092 and he's the team second CQC specialist.

The last member was also the tallest, standing at least 7 inches taller than the average S-III 7'7 height, due to mutations in his body during augmentation. He wore the MJOLNIR/JFO that's blue in color with gold highlights, with a Field Marshall insignia on his right shoulder pad, also carrying a weapon that not even the Spartan-II will carry, a Mk.2 Lancer Assault Rifle with a plasma chainsaw bayonet, which most called Ripper, a weapon developed by the UNSC R&D during the Interplanetary war called 'Morita pulse rifle Mk.1', and his last weapon of choice is a M247H Heavy Machine Gun with the fragmentation version of the rounds and a 300 magazine box. His codename is Viper-A258, leader of Phantom Squad and Heavy Weapons Specialist.

"Phantom Squad? What the hell are they doing out here?"

"Look at the size of him, He's practically a S-II!"

"Man, those Covies are in for it now!"

Viper looked around as he saw the army that is made from the police to the marines.

" _You know that most of them won't make it out,Viper."_ Callie said through their comms.

"I know, It's just, I mean, we're Super Soldiers who can kill almost everything that is in front of us, and them? They only have their guns and their courage." Viper said as looked around, noticing that most were barely seventeen years old.

" _Viper, they know the risk of being in the Marines, and they are willing to die to save others."_ Marcus said, as they got to the front of the makeshift barricades.

"Alright, Callie, Blake, you take the left, Andrew, Luke you take right. Me and Marcus will be in the middle." Viper said in a stoic voice.

"Yes sir!"

They got into position, where the defenders set up choke points and two barricade, the outer barricade, which had some turrets and placed explosives, along with hidden landmines placed so that large group of infantry and vehicles can be wiped out, along with a third of the defense forces. The inner barricade had most of the turrets, rocket launchers, mortars and Spartan lasers, along with the vehicles.

"Sir, radar detected Covenant moving in from the Northeast, two kilometer out!" A Marine said over the radio.

"How many are we looking at Corporal?" The Sergeant asked.

"At least four battalion of Grunts, two company of split lips, five platoon of Bravo-Kilo, several squad of Jackals and several hunters. They also have eight Wraiths and two dozen Ghosts with them, sir!"

' _They're really that determined to take this place out.'_ The Sergeant thought.

"Thank you Corporal, how long until evacuation starts?"

"Not for another half hour."

"Alright, have the civilians that aren't armed with a weapon to get behind cover, because we're about to witness a shitstorm in those thirty minutes."

"Yes, Sir!"

As soon as he gave the order, all the non-combat personnel were now hiding behind various debris or inside small buildings, waiting for the Pelicans.

"Here they come!" A PDF soldier yelled, as they saw the large blue, bulbous armor that was slowly hovering towards them, along with the ghosts, and the Covenant infantry moving ahead of the ground vehicles. Then, all hell broke loose.

Both side opened fire, bullets and plasma hitting their mark, while some were stopped by the Marines' and Elites' Energy shields. Those who were hit by plasma had their skin burned off, their armor melting onto their body, causing pain and agony to them.

The Covenant weren't faring better, as the rounds hit their target, with some tumbling towards them, removing chunks of their body, which caused the Grunts to cry in terror as they saw their comrades body being ripped to shreds.

The Spartans were shooting at the Elites and Brutes, knowing that they alone presented a serious threat to the evac site. Blake fired a shell filled with flechette round at an Elite Field Marshal, destroying his shield and internal organs as the small arrow tip rounds went through his body, causing it to fall backwards. As he turned, a Elite attempt to grab his gun, only to be filled with flechette rounds. Marcus got headshot after headshot with his DMR, showing the accuracy of a Spartan-III. Callie kept any Grunts that got up close at bay when firing her dual wield weapons, which cut through their flesh like a hot knife through butter.

Andrew was switching his weapons every opportunity he gets, effectively cutting down the Jackals and Grunts. Luke was using his one handed weapons, scoring kills after bloody kills, filling any unfortunate Covenant bastard with heated 5mm bullets and more holes than usual. For Viper, he was massacring the remaining Brutes with his Lancer Assault rifle, as their armor and hide, while able to withstand to an extent 7.62x51mm FMJ-AP, couldn't hold up to the barrage of 9.5x40mm M634 Experimental High-Powered Semi-Armor-Piercing rounds, which ripped right through their flesh, killing them in seconds.

Viper started to reload his weapon, when an Elite that was waiting in active camo, come out and swung at him with his energy sword, hoping to decapitate him. Unfortunately for him, Viper dodged his swing and activated the bayonet by pulling a small lever down to the ammunition mag, starting it up and ramming the plasma chainsaw into it's right shoulder, before bringing it to the Elite's chest, spraying blood and guts onto Viper.

"Damn it, fall back, they breached the outer barricade!" Callie yelled, as the Wraiths opened fire at the evac zone, shooting large balls of super heated plasma at the defenders, burning most that were caught in it's blast radius and turning the area of impact into glass, until they destroyed the first barricade.

The Marines stayed behind, covering the others until they got over the last barrier, as the Covenant saw the opportunity to charge at the remaining soldiers that were outside the barriers, but they were shredded to pieces.

Viper, seeing the chance, switched to his heavy machine gun and started to unleash hell on the attacker, the 12.7x99mm Armor-Piercing fragmentation rounds tore through them, leaving nothing standing, not even the Hunters were safe, as the rounds exploded upon impact of flesh and armor, tearing even the most flesh off of the Hunters, killing them before they could even get close to the second barrier. Viper replaced the empty ammo box with a new one, before opening fire once again, killing waves after waves of Covenant. The remaining Covenant forces turned all of their attention to Viper, who now switched to the Morita pulse rifle.

Viper primed the weapon, as he inserted the magazine, which holds 95 caseless 10x24mm Armor-Piercing Explosive tip rounds, into the weapon, before taking aim and firing. The pulse rifle, unlike the other UNSC weapons, fires the round inside the clip using an electric pulse as it's firing, giving each round penetration and firing rate than the standard issued Battle rifle and Assault Rifle. The Covenant didn't stand a chance against the new weapon, as they dropped dead, with holes where the rounds hit.

Viper was so focused on killing the Covenant, he didn't notice a Jackal Sniper who was about to shoot him in the head, but before the Jackal could get the chance, it body was blown to smithereens when a Scorpion fired at its location, along with the surrounding Grunts.

"Evac here's!" A Marine yelled, as several Pelicans, ranging from the Navy to Search and Rescue, landed and opened it ramp, as civilians ran into the dropships.

After the first wave of Pelicans they head towards ships waiting for them, with them being escorted by Broadsword fighters.

Once the first wave of Pelicans left, a second wave came in to pick up more civilians, only for two to be shot down by Banshee's, who zoomed away.

"Shit! All cobra, keep those Banshees away from the Pelicans!" Viper yelled through the comms, as the anti air tanks turned it's twin 35mm Gauss cannons to the sky, firing at any Banshees that got too close. Viper and his team, now firing all of their ammo at the Ghosts, who were becoming a nuisance to them. Marcus, seeing that the vehicle was near a conveniently placed gas tank, shot at it, which exploded, destroying the Ghost in the process.

The Scorpions and Grizzly, now done dealing with the Wraith, aimed their cannons at the Ghosts, before firing, bringing death and destruction to the Ghosts and any remaining Covenant that escaped Viper's LMG. After a couple of minutes of continuous firing, the Covenant attackers were no more, giving the human defenders much needed rest.

"Jesus Christ, I really hope that's the last of them."Blake said, as he replaced his empty clip with a fresh one.

"I hope it is, because almost all of the troops, including us, exhausted nearly all of our ammo reserves." Andrew said, looking at the once filled stacks of ammo boxes, now only several remained.

"We won't need them." Viper said, as all of the civilians were evacuated, now the Pelicans started to pick up the soldiers who were still alive, while some grabbed the dead soldier's dog tags, along with picking up the Armored vehicles used in the battle, as they head towards the planet atmosphere. The Spartans were walking, until Callie stopped them.

"Hey, you hear that?" Callie asked, as the Spartans, thanks to their augmentation, heard gunfire that came from nearby.

"Yeah, gunfire. But who the hell survived all of this?" Blake asked.

"I don't know, but we need to find out. Pelican-2497, we might have possible survivors, over." Luke said.

"Roger that, be advised, we have enough fuel for one pass, so you better get them, or you'll be left behind." The pilot of Pelican-2497 said, as it flew off to space.

"Come on, let's go find those survivors." Viper said, as he held his pulse rifle in his hands. The squad of six started to head towards the gunfire, killing any small Covenant forces that were near them. After fifteen minutes of walking, they soon found the source of the gunfire, though the people they were looking for was something they didn't expect.

In front of them was seven S-II, who were using DMR, but something didn't seem right. One, the DMR was firing the same rounds in Vipers' Morita Pulse Rifle, which is hard to find since they were switched for the rounds in the Assault Rifle. Two, they had energy blade at the end of the barrel, which was still in beta testing and Three, it had no scope, effectively making hitting long range enemy very hard to hit. They also had energy pikes on their back, but the Titanium shaft was collapse to where it would fit on their back and it was based of an old Pike of the medieval era, the Glaive pike. Viper immediately knew who they were.

"Oh God, it's Rogue Squad." Viper complained.

"You serious? Out of all Spartan team, we have to meet them." Marcus said, as he saw them kill off the Covenant troops surrounding them. Rogue Squad was a team of Spartan-II who were the 'black sheep' of the Spartan-II project. They were either considered outcast for various reasons, ranging from mission failures or for not working together as a team in whole. While this created tension among the other S-II, with a few exceptions, Rogue Squad created a bond that's unbreakable, not even the famed Blue Team bond is close to theirs.

Rogue Squad was also a nuisance to military officers and ONI, as they rarely obey them, doing things their way, which ensue destruction and death for any unlucky Covenant bastard in their way. But, while a nuisance to most, for a Spartan-III team and others, they're the most powerful people that can change a battle to their favor in an instant.

"So, who wants to ask the most dangerous team in the UNSC to abandon their home and come with us?"Viper asked his team, who looked at him. The Spartan sighed.

"Fine, I'll go, you pansies." Viper said to his team as he started to walk towards the seven S-II. The Spartans were cleaning up their mess when one turned around.

"So, the leader of Phantom Squad want to talk to us, so what do you want?" The leader, Rusty-626 asked, as he grabbed a Elite's neck and snapped it, before dropping the lifeless body.

"Look, I know that you guys want to defend Reach, but you need to leave." Viper said, which got him some nasty glares aim at him, which was impossible to see as they were blocked by the helmets.

"Can you ring that to me again? It sounded like you want us to abandon Reach, our home?" The Spartan standing next to Rusty, designated as James-005, asked Viper.

"Look, I know this might be hard to comprehend, but Reach is already lost when that fleet entered the system." Viper said, hoping to convince the team to come with him.

"And what are you going to do? Run away, while your home burns into flames?" Joshua-029 asked.

"I know that's it's my home as well, but I know when to accept the fact that nothing can stop it from being glassed, but what's the point on staying on our home, if my death was in vain and the Covenant find Earth?" Viper asked the team, who were getting a bit uncomfortable with Viper's words.

"Look, what I'm saying is, is it better being dead and not knowing if your sacrifice is for nothing, or getting off of Reach and getting revenge for her?" Viper asked the team. The team knew that Viper was right, Reach was already lost and they, including the other Spartans, were fighting a vain fight, but they didn't want to accept the fact that Reach was a goner and believed that she can still be saved.

"Fine, but we're doing this for Reach, nothing else, got it?" Rusty said to Viper, who nodded. The S-II team and Viper, along with his team, head back to the evac site, there that pelican was waiting for them.

As soon as they boarded the drop ship, it went to a Babylon class Agriculture/Colony ship designated UNSC Arcadia, that was one of the ten Agriculture ship that was responsible for giving surviving colonies food. Now the spaceship, along with it 2 Thebes class Battleship,4 Independence-class Carrier, 8 Agamemnon Class Heavy Cruiser, 32 Polyphemus Class Destroyers and 64 Brooke class Heavy Frigate, were responsible to get most of the civilian off of Reach and now heading toward unknown space, unaware of the events that they'll start.

Meanwhile in Ponyville, Equestria

A purple unicorn, standing at a 7'4 feet tall and wearing a purple T-shirt and black sweatpants, ran towards the park with all of her strength, only to stop when she see somepony, or someone, sitting on the park bench. The person was wearing standard UNSC workout clothes, a Grey T-shirt and black basketball shorts, with the logo 'UNSC' on side of the shorts. He had brown buzzcut hair, blue eyes and a fairly tanned skin, but was a foot smaller than Twilight.

The man was Corporal Miller, one of the two thousand humans that ended up on Equestria in 2546. Their ship, UNSC New York, a ship who FTL Drive sent half of the ship into orbit above Equis, until all of the civilians started to evacuate the ship, using escape pods and Pelicans, as the half ship started to fall back to the ground. As soon as they hit the ground, they were immediately surrounded by 7'7 Solar and Lunar Guards, which the four hundred UNSC soldiers raised their weapons and went in front of the civilians, until two alicorns, Celestia and Luna, were able to break the tension between them. When they started negotiation, everything went south. Celestia wanted them to hand their weapons over, as they were more advanced than any other species on the planet and make them citizens of Equestria.

They flat out refused, as they don't trust them with their technology, but eventually they came to an agreement. They can keep their tech, but are not allowed to leave Equestria as their bigger and more powerful species that might kill them, which some soldiers silently scoffed at. They were already fighting against aliens, what's different than that?

Luna and Twilight, though, still kept on pressuring on showing them their technology, even Luna going as far as offering a billion bits, but once again, they refused. Now back with the current situation. Miller was giving Twilight first hand on how soldiers went through bootcamp, and Twilight was already about to quit, and that was a three mile jog.

"Not bad, Twilight. Twenty four minutes, but that's still three minutes from a hundred points." The ODST teased the unicorn, knowing that she can fling him across Ponyville.

Twilight, who was breathing in precious air, looked up and glared at the man.

"How… can...you...do...this?" Twilight asked, as the man chuckled.

"Oh, Twilight, even I'll never tell you our secret." Miller said as he walked to her and bopped her on the nose.

"So, want to head back to the Library?" He asked, as she nodded. The two started to head back to the library that's almost in the middle of town. But halfway through, they bumped into Applejack and Big Mac, two Earth ponies, with Applejack standing at 7'6, while her brother stands at 7'9.

"Hey Twilight, Hey Miller. What are you up to?" Applejack asked.

"Oh, nothing, just giving Twilight her evaluation on her 3 mile run and she has a "B"." Miller said as the two farm pony chuckled.

"Man, I believe that's the first time Twilight ever received a low grade." Applejack said.

"Okay, let get past that, so, where's your other friends?" Miller asked.

"Rarity is in Manehattan, getting some more supplies, Rainbow Dash and Fluttershy are visiting their relatives and Pinkie Pie is in Las Pegasus, helping the Cakes in a baking competition." Twilight said.

"Alright, come on, let go on our trip back to the Library, unless you guys want to join?" Miller asked. The two ponies looked at each other before walking with them.

The four started to talk to each other like they were old friends, telling about what they done in the few weeks and such.

But, when they reached the Library, they saw two guards at the entrance, except they were wearing a loincloth, armor that consisted of bronze breastplate, a wooden and bronze Shield, greaves and a helmet with a horsehair crest and they were blue anthropomorphic foxes.

Twilight, now very excited that a certain fox came to visit her, ran towards the library, only to be stopped by the guards near the door.

"Are you Twilight Sparkle?"The guard on the left asked, as she nodded.

"Yes and these are my friends." Twilight said as the guards scanned the other three with calculated eyes.

"Very well, you may proceed." The guard said as they moved about of the way, allowing them in. As soon as they opened the door, they saw a blue female fox that was sitting on a couch, reading a book that was, no doubt, a romantic novel.

"Krystal!" Twilight yelled in happiness as the fox turned around and saw Twilight.

"Twilight!" Krystal said with a slight British accent. The two hugged, despite Krystal being 8'0 and Twilight eight inches shorter than her.

"Why are you here!?" Twilight asked her friend.

"Well, my parents sent me to see if we can open another trade route, since our farmers lost a lot of their crops during the drought." Krystal said.

"Don't worry Krystal, I'm sure Celestia will help you." Twilight said with a smile, in which Krystal smiles as well. But they were interrupted when Miller cleared his throat.

"Well, now that's out of the way, maybe you like to introduce us?" Miller asked.

"Sorry. Krystal, these are my friends, Applejack, Big Mac and Corporal Miller, guys, I want to introduce you to Krystal, Princess of Cerinia." Twilight said as they shook hands.

"So you're one of the humans I heard from Celestia. So what is it like living in Equestria?" Krystal asked.

"Well, compared to our home, it's quiet, peaceful and good place to live." Miller said. It was true, it's been years since they had any contact with the Covenant.

But to be on the safe side, they secretly contacted two Fleets, large flotilla of ships that were protecting the Inner Colonies and some remains of the Outer Colonies, until it was chased by the Covenant and forced to randomly jump to different places due to the Cole Protocol, to watch the system in case of any Covenant attacks.

"That's Equestria for ya. Say? I want to know if you want to come with me?" Krystal asked.

"Sure, it's been awhile since I seen Luna, just give me a sec while I put my armor on." Miller said as he walked to his house. As soon as he left the library, Krystal turned to Twilight.

"You two would make a fantastic couple, you know?" Krystal said as Twilight, who was drinking water, coughed as a blush started to develop on her cheeks.

"No! I mean, while we would, he already has a marefriend." Twilight said as she calmed herself down.

"Does he know that he can have more than one marefriend?" Krystal asked.

"Yes and he said, 'the day I have multiple girlfriends is the day hell freeze over'." Twilight said, internally scoffing at Miller decision of having a monogamous relationship, something that's rare on Equis, but common among Humanity.

"Its his decision and you should respect…"Krystal didn't get to finish as Miller, now in his ODST armor, ran inside.

"Twilight, we need to get to Celestia now!"Miller said.

"Why?" Twilight asked.

"No time to explain, just hurry up!" Miller said as he went outside. Curious, Krystal and Twilight followed him, only to see a Falcon, one of the many vehicles that the small amount of humans have, and saw Miller waving him to get on, which they did.

As soon as the three got on,the Falcon flew off to Canterlot.

"Miller, what's going on, what's with the urgent tone?" Twilight asked him.

"Look, just wait until we get to the throne room, then we'll explain in. Just hope it's not too late." Miller said, as he whispered the last thing to himself.

The three were quiet until they saw the familiar white and gold city as they landed outside the castle. Miller helped Krystal and Twilight off, as they met two more ODST and a man wearing the UNSC officer outfit, with the rank Captain on his shoulders.

"Captain." Miller said as he saluted his superior, as the man did the same thing.

"At ease Corporal. So who are these two?" The man asked.

"This is Twilight Sparkle, student of Princess Celestia and she's Krystal, Princess of Cerinia, sir." Miller said. The man looked at the two, before nodding, showing his approval.

"Alright, come on, we can't delay for any longer." The Captain said as the seven walked to the castle gate. The Guards, upon seeing the Captain and their escorts, opened the gates and allowed them in.

"Why did they opened the gates for you?" Krystal asked.

"Well, Celestia still had the offer of letting us becoming her citizens open, but that's for another time, right now we need to see her." The Captain asked.

The group started to walk to the throne room, as they know the room location since they have photographic memory of the castle, along with a 3-D blueprint inside of their eye piece. Once they made it to the throne room, the three ODST opened the massive golden doors, which revealed Celestia, Princess of the Sun, Luna, Princess of the Moon, and another being, a human, but something was amiss. She had fox ears, and nine tails, along with whiskers on her face. Her name is Youko, Goddess of Lust and Marriage.

"Hello Captain Romanov, how may I help you today? "Celestia asked with a tone similar to a mother asking a child.

"Not now Celestia, we have a serious problem." Romanov said.

"What do you mean, 'we'? Luna asked.

"Look, whatever I say in the next couple of minutes will never leave this room, got it?" Romanov said in a commanding tone. Celestia, after looking at Luna and Youko, nodded.

"Ok, several hours ago, our satellites picked up several messages that came from one of our planet's." Romanov said as Luna spoke.

"I thought you never had any satellite in orbit?" Luna asked, a bit pissed that she wasn't informed of.

"Sorry, but under certain circumstances, we couldn't tell you anything," Romanov said," back to the topic. We picked a distress signal that came from one of our planet, Reach. Here's the audio." the man pulled out a black box that contained the message and played it.

"This is...flagship...of the UNSC Epsilon Eridani Defense fleet… we need help...Reach is under...vant forces...need reinforcement...being overrun...can't hold off… Oh God, ahh!" The audio went silent after that. The fact that the message kept having constant static every couple of seconds gave the message a more eerily one, like those found in destroyed ships.

"What was that?" Youko asked, as she dropped her pipe that she was smoking onto the floor.

"That was a distress signal sent by a fleet of 150 ships that was safeguarding Reach, until it was destroyed." Romanov said as he clenched his fist.

"By what, Captain?" Luna asked. But before he could say anything, Miller received a message from the small intelligence group that was in Ponyville.

"Sir, the slipspace probes just picked up two hundred plus slipspace rupture that's just beyond the fourth planet!" Miller said in distressed.

"You mean?" Romanov asked, fearing of the answer he's about to receive.

"It's the Covenant!"

 **AN: Hey guys, sorry for not updating for a really,** ** _really_** **long time, I've been so busy with school, jobs, and in a couple months, I'm joining the Army Reserve, so I've been putting this off for a while now, but now, I'll be posting these chapters, while I revamp the MLP/Destiny story, since Destiny 2 has been confirmed and the trailers came out. So as a substitute, this story will be posted. Until then, see ya!**


	2. Chapter 2

Chapter 2: Battle of Equis:Part 1

Canterlot Castle, Equestria, Equis

"How? We made blind jumps far away from UNSC Territory, there's no way that they can track us this far." Romanov asked himself, before getting a message from one of the Vice Admiral that was in command of the one of the two fleets.

"This is Vice Admiral Dragovich, we're engaging the Covenant Fleet." A the man with a thick Russian accent said, but Captain Romanov regain his composure before saying.

"Affirmative Vice Admiral, just keep them busy until we get the ground troops ready for combat." Romanov said, as the Vice Admiral said 'yes sir', before disconnecting the call. Despite the difference in rank, the Vice Admiral respect Romanov due to his experience against the Covenant, from the Harvest Campaign to the Battle of Kyoto, making him a valuable asset.

Onboard the Punic class Supercarrier UNSC Ares(100,000 kilometer from Equis moon.)

Vice Admiral Dragovich knew that this day was coming, but not how big of a force the Covenant would bring. After five minutes, there was a total of four hundred and forty ships, with half being CRS light Cruisers, which presented a problem, while the UNSC ships had hardlight shields, it was weak compared to the two UNSC/Forerunner fleets safeguarding Earth, whose shields can take the equivalent of a planet glassing, while theirs can only take at least three energy projector shots and two dozen plasma torpedoes before breaking.

But, while outnumbered and outgunned, Dragovich thanked every deity when the UNSC decided to allow old Interplanetary War era ship cannons to be used for Cruiser, Frigates, Carriers and some Destroyers. They were modified and upgraded to where, combined with the MAC Cannon and Archer Missiles on the ships, can bring the biggest Covenant ships to their knees, metaphorically speaking, with little to no effort, but they also have a risk, as they are using Bavarium tipped rounds for the naval guns, which compensate for a small kinetic force of only double digits Kilotons, which will destroy a ship if they are knocked around. Dragovich remembered during the Battle of Harmony where a UNSC battle group consisting of 27 Paris Class frigates, 13 Halberd Class Destroyers,6 Marathon cruisers, and 2 Epoch Carrier went head to head with the Fleet of Furious Redemption and destroyed 60 SDV Corvettes,24 CCS- Battlecruisers, 15 CPV-Destroyers,6 ORS-class heavy cruiser and 3 Assault Carrier out of 74 SDV Corvettes, 30 CCS-Battlecruiser, 25 CPV-Destroyers,10 ORS-class heavy cruiser and 5 Assault Carriers, while only losing 10 frigates, 4 destroyers and 2 Marathon Cruiser, a kill ratio of 8 Covenant Ships for Every UNSC ship destroyed, something that would have required 9 times the battle group size to do.

Along with 18 times the casualties of the UNSC Battle Group, but it also help the UNSC level the playing field in the firepower department.

"All ships, prepare for combat, this is not a drill, I repeat, this is not a drill!" An A.I said, was wearing a WW2 era Soviet Officer uniform, who was named Chekov. Dragovich moved to the middle of the room, where he saw his fleet, consisting of 1 Punic Class Supercarrier, 2 Epoch Class Heavy Carrier, 4 Artemis Class Battlecruiser, 8 Valiant class Super heavy cruiser, 24 Marathon class Heavy Cruiser, 48 Halberd Class Destroyer and 96 Frigates, which are made up of Paris, Stalwart and Charon class, with the Punic and Valiant ships being made out of destroyed UNSC ships, bringing their number to one hundred and eighty three ships. He remembered how after every battle on every colony, whether a victory or defeat, the UNSC would cannibalize destroyed ships and use them to produce more cruiser and carriers, ships that can meet the Covenant on somewhat even grounds in terms of ship numbers. Hell, even the very ship he's standing on was made from the ships that fought in the Harvest Campaign.

' _I'm outnumbered 3:1, with the other ships that are on standby, just in case the Covenant try to get to the planet.'_ Dragovich thought.

"Sir, we're in firing range." An ensign said, as Dragovich told the fleet to open fire at the closest ships. He soon felt the ground shake, as the ship's primary weapon fired, followed by tiny shakes, no doubt from the Naval Guns firing as well. Soon the two naval groups started to fire, as energy projector, plasma turrets rounds and torpedoes, MAC rounds, rounds ranging from 1500mm to 150mm fired from the Naval Guns and Archer missile streaked through the empty space between them, finding their targets.

The 300, 600 and 1200 ton slugs fired at 402.5 km/sec hit the Covenant ships, with kinetic force ranging from 11.6 Megaton from Frigates to 615 Megaton from the Punic, but was stopped in their tracks, as their shields took the blow. But when the naval guns round hit the ships, it caused too much strain for the shields, deactivating them, leaving their ships vulnerable to the Archer missiles and other human weapons. Once they were hit, explosions were seen all across the ships, with most being CRS light Cruisers, almost eighty were destroyed in the first salvo, including two Assault Carriers, but it didn't come without consequences.

The Energy Projector hit the UNSC hardlight shields, which glowed blue that had hexagon shape, but still held. The plasma Lance and torpedoes found their targets, causing the shields to flare up, leaving most with shield between sixty to forty percent and some Marathon cruiser and Frigates defenseless to the plasma weapons of the Covenant.

Unlike the crude human weapons, the Covenant weapons carved through the hulls of the exposed human ships like a hot knife through butter, which claimed five Marathon Cruisers and four times in Frigates reducing their numbers to one hundred and fifty eight.

"Sir, we're detecting fighters and boarding craft coming from the Carriers and Cruisers."An ensign said, as his radar detected Seraph and banshees flew out to escort the boarding parties. Soon the numbers started to reach the thousands. He knows that if the Covenant takes out even one Valiant Super Heavy Cruiser, it'll be one step closer to the eventual glassing of the planet below and he, along with the fleet and twenty million men and women on the planet below, will fight through Hell and back before they'll accept defeat.

"All fighters, launch and engage their fighters. Good luck." Dragovich said.

-Hangar bay of the Ares-

The pilots started to scramble into various fighter, ranging from the Longswords to Sabres, ready to launch at a moment's notice, but in one section of the hanger, there was two new Fighters waiting to fly. The first is the Hornets, a fighter with the weapons of a Sabre and maneuverability of a Short Sword, but it secret weapon is twenty Hornet drones with one 25mm autocannons, giving the fighter more firepower to destroy a DVS class Corvette or disable a CCS battlecruiser when attacking in groups of twelve.

The second type is based off of the old ME-262 Fighter used near the end of the Second World War, but modified for space combat called 'Claymore' or the much preferred name called 'Hermes', as it's their the fastest Fighters in the UNSC arsenal. There's two variants, one armed with 12 MITV pods and 4 ASGM-10 Missiles on the wings, are used for engaging fighters and Interceptor, the second, armed with modified MITV pods, a modified M92 Principle Gauss Cannon in the nose and one HAVOK nuclear warhead, are bombers meant to do serious damage to any ships, including Assault Carriers and Super Cruisers.

"Parker, let's go!" A pilot said, as one known as Parker was putting on his gear, before jumping into the Hermes fighter. Once Parker was in, he sealed the cockpit and started to power up the spacecraft, before heading out into the vast emptiness of space. Soon, his squadron, along with the fifteen thousand fighters, flew in formation.

"All Sabres, Hornets, Broadswords, attack the boarding crafts and their escorts. Hermes and Longswords, you'll be targeting the light Cruisers to even out the playing field, Dragovich out." Dragovich said as Squadrons started to take formation.

"Damn, look at those Naval Guns going at it!" An male African American known as Jerry, or known to other pilots as 'Lightning', yelled over the radio, as he saw all the Naval guns firing.

"Yo, Mike, how much kilotons of explosive rounds are they shilling out!?" Another pilot asked.

"More firepower than a MAC Cannon can fire out, from what the intelligence group are estimating." Mike, the squad leader, said.

"Jesus Christ, look at the size of them!" A female pilot said, as she saw one of the massive naval gun targeting a unshielded battlecruiser, before firing it payload as the rounds left the cannons to its target.

"From what I heard, the Carriers uses triple barrel 1500mm rail gun, massive guns used during Interplanetary War, while all the ships uses, 250mm Flak Cannons and 150mm AutoCannons." Mike said.

"Holy shit, HIGHCOM wasn't joking when they wanted to use anything to get an advantage." Parker said. The pilots started to get serious when their radar picked up the Covenant fighters, along with Phantom dropships and boarding crafts.

"All fighters, pick your targets and engage!" Mike ordered, as he, along with his squad, opened fire, spewing out 25mm armor piercing rounds at the nearest group of Banshees, which were destroyed by the hailstorm of rounds. Then, all out dogfight started, with Sabre's going head to head against Seraph, Hornet's attacking Banshee's and Broadswords attacking the Phantom's and boarding crafts.

The Hermes and Longswords kept going on their course towards the CRS Light Cruisers, who were acting as a shield for the fleet.

"This is Omega, I'm going in, Parker, Lightning, cover me!" The pilot of the Hermes bomber said, as the two acknowledged him.

The three were moving towards a group of Light Cruiser that was creating a 'wall', as seen in earlier engagements against the Covenant, for a ORS Class Cruiser, a ship the same size a a UNSC Carrier and packed serious firepower.

"Omega, hurry up, there's four Seraph's coming' towards us!" Lightning said, as two pairs of Covenant fighters started to lock in them, when…

"Got it, HAVOK is away, get out of the blast zone!" Omega said, as the nuclear device was speeding towards one group of the Cruisers, whose shields are near depleted. Several seconds after fleeing the area, Omega activated the nuke, creating an explosion that acted like a second star in brightness, destroying four light cruisers and leaving six, including the ORS, without shields, which were doomed when several naval guns aimed at them, firing the very explosive rounds.

"Command, this is Mike, we cleared a small crack in the 'wall'." Mike said.

"Copy that, we destroyed more of the ships. Be advised, Hunter Squadron are under fire by Banshees and needs assistance, over."The Ensign said.

"Copy that. You heard her, let's go!" Mike said, as his squad flew to another part of the fight.

Meanwhile on Equis

Romanov was watching the entire battle play out via holographic projection and things weren't looking so good. While the Covenant lost a fourth of their fleet, the first Fleet lost several Marathon Cruisers and more Frigates. At the rate they're going, they'll be forced to pull the fleet back.

"Captain, Delta Squad and the team designated as R.W.B.Y are coming from Alpha Base, along with a Company of Hoplite and a Battalion of Centurion." Miller said.

"Copy that." Romanov said. He was looking at the casualties, but was interrupted when Celestia cleared her throat.

"Excuse me, but who are the Covenant?" She asked, curious of what got the humans in front of her very distressed. Miller sighed, before answering.

"The Covenant are a group of aliens who worship Forerunners, that started a 27 year war, and we're losing." Miller said.

"But why would they do that?" Luna asked.

"Because, we're an affront to their 'Gods', which they killed 24 trillions lives in their Genocidal campaign." After saying how many people died, Celestia immediately paled, Luna looked sick to her stomach, Krystal and Twilight were mortified at how high the death count was.

"How did they die?" Celestia asked.

"By glassing, meaning the Covenant use their plasma weapons and turn a planet in a uninhabitable ball of rock, which is how many of our kind dies. It's how I lost my younger brother." Miller said, with him looking down to the ground, remember the laughter of his six year old brother.

"This is Marcus Fenix of Delta Squad, we're near Canterlot." The man on the radio said, as the telltale signs of several Pelicans flew towards the balcony.

The Pelicans turned 180° so that the passenger can enter the castle. The ramps started to open, as the occupants started to grab their gear, waiting for them to leave. Once the ramp was open, Celestia, Luna, Krystal and Twilight saw the most weirdest group of people ever.

The first group were 7'6 tall, wearing armor that was a olive green, with red stripes on the body, but the most noticeable was the helmet, as it was covered in a reflective orange visor that took up the front half of the helmet.

The second group were smaller, at least by seven inches,but still taller than a average human, and their armor was different than the ODST they saw numerous times. These troops armor exposed certain parts of their bodies, like the gap between the shoulder and forearm, and some of their legs. It was hard to see their face, as it had a small polarized visor.

The third group had armor was on a different scale. Their armor was different, as it was either light blue,dark blue or, as the last one,who was female, had wore black armor, with two circles on their chests and had blue lights on certain parts of their there was the weapons, which freaked the Princesses and Twilight out. Their main weapon was an assault rifle, but on the front bottom of the gun was either a bloodied chainsaw or bayonet. They also had shotguns, snipers or weapons that were similar to crossbows.

The last group also gave the four anthro ponies confusion. They wore regular clothing, while the others had armor on. They also had weapons, or what looks like weapons, on their backs or sides.

"Sergeant Fenix." Miller said.

"Miller." Marcus said, smiling.

"Can you two please wait until we're not under the threat of inevitable death to start a conversation?" A blonde man said.

"Shut it Baird. Don't pay any attention to him, he's cranky that he can't play with his toys. The name's Jace by the way." The man, known as Jace, said to Miller.

"It's OK, I face assholes like him before." Miller said, getting everyone to chuckle, while Baird groaned. Celestia and Luna walked towards the group and introduced themselves, along with everyone else doing the same.

"Alright people listen up! The Covenant found out where we are and sent a fleet to wipe us out. The fleet is taking them head on, but they sent word that Phantoms were able to pass the blockade and are heading towards the planet. Our mission is to make these slimy bastards life a living Hell, is that understood?" Romanov asked. The soldiers yelled 'Sir yes, sir!' As they started to fortify the castle, while some went to get the civilians inside.

Back to Space, 30 hours later

"Parker, watch it, you got a Seraph on your six!" A female pilot said.

"I see him!" Parker said, as he tried to avoid the Covenant fighter plasma weapon. Parker tried to get out of his line of fire, but was struck when the Seraph hit him, dropping his shield to sixty percent.

"Jesus! Can anyone get this bastard!?" Parker yelled over the radio, as the Seraph took another shot at him, until it exploded when a Sabre flew in and fired it main gun, ripping the fighter to shreds.

"Thanks Hunter-1!" Parker said, as he sped off to another part of the warzone. It's been 30 hours into the fight and both sides aren't going to give in.

The Covenant lost all of their Light Cruisers, prompting the other half of the fleet to attack. While the UNSC fleet was able to face the light cruisers, the Covenant larger ships started to pick off the frigates and Cruisers, which were already in the low numbers.

"Fuck!" Parker yelled, as he dodged several plasma rounds, as it hit a Valiant Super Heavy Cruiser, causing massive damage to one of it's engines.

"All ships, this is Vice Admiral Dragovich, fall back to the moon, I repeat, fall back to the moon!" Dragovich yelled over the comms.

"You heard the Vice Admiral, fallback!" Mike said, as the fighters pushed their engines to the limits, heading back to the moon. The Vice Admiral watch as the Covenant ships were nearing the moon when he radioed the ground team.

"Ground Control, this is Vice Admiral Dragovich, get me Private Baird, tell him to activate OPERATION: ARTEMIS."

Meanwhile in Canterlot Castle

"God dammit, can we ever get a break!?" Baird yelled, as he fired a burst from his Lancer, before ducking, as several plasma rounds hit his cover. The Covenant forces engaged the group of human soldiers, but wasn't prepared when they were greeted with a storm of bullets and grenades.

Now, the skirmish between them rages on, as both sides were content on killing each other. Behind them was Celestia, Luna, Krystal, Twilight and the citizens of Canterlot, along with the Royal Guards, protected by a large wall of hard light shield. The ponies were sick to their stomachs at what they saw.

"Frag out!" Anya yelled, as she tossed her bolo grenade at a couple of grunts, who were cowering in fear. The four rapid beeps signified their demise, as the grenade large blast radius blown them to bits.

"Shut it Baird!" Marcus yelled, as he shot a unsuspecting Jackal with his Gnasher shotgun, riddling it with bullet holes.

"Baird, Vice Admiral's on the line!" Clayton yelled, as he was holding a dead Brute body as a makeshift shield. Baird grumbled as he opened a comms channel to Dragovich.

"What is it sir?" Baird asked. After a few seconds, Baird yelled.

"What, sir you know how dangerous that is!... Sir…Fine, give me a few minutes. Jace, Carmine, I need you for a sec!" Baird yelled, as Jace and Carmine ran to Baird.

"What is it Baird?" Jace asked, as he took a couple of shots at a Elite.

"I need you to cover me while I do something." Baird said, as he went under Celestia's throne. Baird then proceed to press on a small data pad that was on it, cleverly hidden under the waterfalls that were on the sides.

"Okay,24750936, ha bingo!" Baird said, as he went behind the throne, only to see a small computer screen built in, with the words in bold, OPERATION: ARTEMIS.

Baird started to type in the information, when a Grunt, holding plasma grenades in its hand, ran towards him, only to be kicked away by Carmine. Jace, who was shooting at unsuspecting Grunts, started to feel shaking under his feet.

"Marcus, you feel that shaking?" Jace asked over the gunfire.

"Yeah, and it isn't good." Marcus yelled. The human defenders were almost done, as the Covenant attackers were reduced to a few dozen, when they felt three stronger tremors, until there was a constant thump every few seconds.

"Can someone get confirmation on what the Hell is causing the place to shake!?" Marcus over the TAC/COM.

"We have sighted several Scarabs at the base of the advised, some Scarabs are heading to Ponyville and all Hornets and Pelicans are ordered to attack them, so you'll have no air support for now, over." A pilot of a Falcon said.

"Copy that. Great, our luck just got shittier over the years, huh?" Marcus rhetorically asked.

"So what do we do, stand here and wait for backup," Jace asked, "wait a minute, where's the four unarmored girls that was standing here?"

They soldiers started to look for them, only to see a child size hole that lead outside.

"Fuck." Marcus said.

With RWBY

The four girls, known as Ruby Rose, Yang Xiao Long, Blake Belladonna and Weiss Schnee, were on a small cliff overlooking the base of the mountain, analyzing their plan of attack. After their home, Remnant, was destroyed by the Covenant ten years ago, all of the survivors were rescued by Fleet Admiral Dragovich. Ever since, the four were stronger, faster and had more powerful weapons, courtesy of the UNSC.

"Ruby, this is suicide! Look at them!" Weiss said, as they saw the two large intimidating mobile fortresses climbing up the mountain.

"I know, but, we can do this!" Ruby said confidently.

"Weiss, Ruby's right, we took on challenges that were downright impossible, but we always came out on top!" Yang said, as she load the Skoellcraft 8 gauge shotgun shells into her gauntlets.

Blake, who was looking at the situation in front of them, only nodded. Weiss groaned.

"Fine, but if we get in huge trouble, you're taking the blame!" Weiss sternly said.

"Okay, let's go!" Ruby said, as she jumped off the cliff they were at, using her scythe/sniper rifle as a way to control herself in midair, while the others follow suit.

The four flew through the air, until they were above one of the Scarabs, when the four Huntresses started to descend at a very fast rate. The Covenant troops on the massive platform didn't expect any kind of resistance, so when the four Huntresses landed on the Scarab, they were caught off guard.

Yang, taking advantage of their obvious shock, punched a Elite in the chest with her shotgun gauntlets, which caused it to fly off the Scarab from the resulting blast. Blake pulled out her katana and sliced off a Jackal's head clean off, before slashing at another. Ruby used her scythe to cut a brute and several grunts in half, while firing her sniper at an Elite Major, killing all of them.

Weiss loaded red dust into her blade, which turned red itself, before cutting down a hunter pack, with scorch marks on the dead worms and inside the armor shell.

"Yang, Blake, find the core and destroy it!" Ruby yelled, as she dodged a swing from a brute, before ending it's life. Yang and Blake immediately left to find the Scarab's core, while Ruby and Weiss were handling the Covenant soldiers onboard.

A grunt ran up to the two Huntresses with sticky grenades, only to be sliced in half from the waist down, as the grenades went off, killing the other grunts beside it. Weiss switched to the blue dust, turning the blade blue, as she created a wall of ice, crushing the brutes that was standing on. The two Huntresses were slightly winded, when they hear an alarm going and the Scarabs lowering down.

"Looks like Yang and Blake did their job, let's go!" Ruby said, as she and Weiss jumped off, along with Yang and Weiss. After retreating to a safe distance, they Scarab exploded, along with the second one.

"Woohoo!" Yang yelled, watching the destruction of two mobile platforms.

"Wait a minute, if we were on this Scarab, who was on the other?" Blake asked the others. The four saw four figures approaching them, causing all four to gasp. They were silent, until Ruby yelled.

"Pyrrha!"

In front of them was team JNPR, consisting of Jaune Arc, Pyrrha Nikos, Nora Valkyrie and Lie Ren. The one known as Pyrrha, went up to Ruby and hugged her.

"It's good to see you Ruby!"Pyrrha said. The others started to greet each other, when Marcus came back on the comms.

"Team RWBY, are you there?" Marcus asked, avoiding more plasma fire. Ruby grabbed her radio.

"This Ruby, what do you need Sergeant?" Ruby asked.

"We need you back here, we're about to be swarmed here!" Marcus yelled, before the radio went to static. Ruby clipped the radio back onto her hip as the two team head back to the castle.

Canterlot Castle

"God damnit!" Carmine yelled, as he punts a suicide grunt into a group of elites, before exploding.

"Baird, can you speed things up?" Jace yelled, putting his second to last clip into his Lancer.

"Give me a sec!" Baird yelled back, as he was putting the coordinates of the Covenant ships in space.

"Got it, sir, ARTEMIS is ready and waiting for your word." Baird said over the comms.

 _'Fire private.'_ the Vice Admiral said. Baird acknowledged, as he pressed the launch button.

"Have a nice day in Hell." Baird said.

On the moon

The uninhabitable surface of the moon started to shift violently, as the ground erupted in flames, as large missiles flew out of their launch pads and into the oncoming Covenant ships.

The missile, codename ARTEMIS, was the ingenuity of both Seran and Terran(Earth) scientists. Using carefully Refined Imulsion and nuclear power, the missile would break into ten cluster missiles, causing the most damage possible.

Hundreds missiles broke up into thousands of tiny missiles, heading towards their targets, and due to them being in close proximity, it became chaos.

The Covenant Fleet was devastated when the missiles hit, causing hull breaches all over the ships, while some were outright destroyed by the amount of energy released by the missiles, creating miniature stars in the vacuum of space. This caused the Fleet's numbers to reduce to a 1/2 of what they had, leaving most to the mercy of the human ships.

Canterlot Castle

The remaining human defenders were still fighting, despite almost depleting their ammo supply and being tired, but they still fought on. When RWBY and JNPR arrived, the provided much needed help, but were, too, exhausted.

Celestia couldn't help but frown at how this battle was taking a toll on them, both physically and mentally. She wanted to help them, but they were stubborn to accept her help.

Some of her ponies, including the Main Six, were helping tend to the wounded, only for some to die from their injuries.

"Come on men, we can't lose this position!" A Hoplite Captain yelled, as he fired his Impaler at the Covenant. The Hoplite, with newfound strength, opened fire, along with the Centurions.

The two remaining armies were now putting all of their troops in an 'all or nothing' battle once and for all.

"Damnit, gun's dry!" Anya yelled, pulling out her Gnasher shotgun and firing at the Brutes rushing to her position, only for a arrow to stick to its leg, before exploding.

"Thanks Carmine!" Anya yelled.

"Anya, take this!" Baird yelled, as he tossed a Morita rifle to her, who grabbed it and opened fire at the Covenant Grubs.

"Fuck!" Cole yelled, as he moved from his current position to another when a column collapsed.

"Damnit, Control, where's that backup!?" Yelled an irritated Marcus. His answer soon came in a form of twenty two ODST drop pods, but it didn't feel right.

One, the pods were a two taller than the average ODST drop pods, two, it spooked the Covenant to where they had their weapons trained on the pods and three, it had a familiar logo on the front.

"Who the hell are they?" Carmine asked no one in particular.

He got his answer when the pod door blew off of its hinges and the occupants weapons opened fire, killing most of the surviving Covenant Troops. The rest were finished off by the Centurions.

As the figures walked out, Miller immediately shouted.

"Spartans!?"

The Spartans, who were in their own little world, immediately started to head to Captain Romanov.

"Captain, Commander Viper-A258 of Phantom Squad reporting for duty!" The first Spartan, now known as Viper, said as the other five saluted.

"Commander Carter-A259 of Noble Team reporting for duty!" Carter said, as the six Spartan saluted.

"Commander Rusty-S626 of Rogue Squad reporting for duty!" Rusty said.

Romanov couldn't help but awe at _three_ Spartan teams on the same planet, which was a rarity on its own. He then regain his composure.

"Spartans," Romanov said, before smirking ", let's drive the Covenant off of this planet."

 **A/N: Hey guys, here's another Chapter 2 of MLP:AOR and man, this chapter is took me twenty hours straight to get it right. Anyway, Delta Squad is her, including Sofia Hendricks, along with Team RWBY and JNPR. I'll get into more in depth on how they lost their homes in later chapter, but for noe, let stick to this chapter. As for the Naval Guns, they're not a lot about the ships or the weapons used during the Interplanetary War, so it gave me a bit more room to add what was used into this story and if you want to know what they look like, go to** **Karash-Amerius** **on Deviant Bavarium is a element in Just Cause 3 and known for very, _very_ violent explosions, which is why I had them as the round for the Naval Guns. Also the back story about the Battle of Harmony was something me and my friend thought of during a game night on Sins of the Prophets. Also, expect Chapter 3 to be out in 1 or 2 days. Other than that, see ya!**


	3. Chapter 3

**A/N: hello loyal readers, here's the third chapter of MLP:AOR. Now in this chapter, I'm slightly going off the path of the Halo Canon where the Spartan-IIs and IIIs are sociopath that only talk to other Spartans and making them more open to others, as well as be a bit more...open to civilians, conversation wise. Other than that, see ya at the end of the chapter!**

* * *

Chapter 3: Free time

 **-Tuesday, August 23rd, 2552(28 hour after the evacuation of Reach, 8 hours before arriving in Zeta Leporis System)-**

UNSC Arcadia, military quarters

The three teams that were on separate missions are now relaxing in their own section of the military quarters. Carter and Viper was talking about different scenarios about the location they're going to, Kat, Callie and Carris were talking about different ways to make improvised weapons, Jorge and Blake was reading books, Emile, Andrew, Luke and Marcus was playing Five Finger Filet, Jun and Noble six was on separate bunk beds and the rest went to get food for the others.

"Look, there's no possible way we can avoid the Covenant. They always seem to find us everywhere we go, regardless of how far we are from UNSC space." Carter said to Viper.

"I know that, but look at it this way, even if the Covenant find us and had the time to send a fleet to kill us, I mean, I doubt that they'll win. I mean, we have a ship armed to the teeth with weapons that can gut a Covenant Assault Carrier with full shields, and that's this ship alone, imagine the amount of Covenant ships they would need to destroy this fleet?" Viper asked the leader of Noble team.

"Okay, that's one possibility, but what about terraforming worlds if there's none that is suitable for human life?"Carter suggested, until Jun groaned.

"Will you two relax? I mean, we're on this ship for six hours and both of you are making almost thousands of different things that could be waiting for us, just let the eggheads handle that." Jun said as he tossed and turn in his bunk.

"He's right Carter," Jorge said, as he looked up from his book, "the coordinates that Doctor Halsey herself put in, shows that whatever we're going, it's far away from the Covenant, and like Viper said, this ship alone can take on several Assault Carriers and win, just imagine the amount of Covenant casualties they'll have before they can get through our shields?" Jorge said, before going back reading.

"He's right, if what Jorge saying is right, then we have nothing to worry about." Emile said as he took his kukri and continued the dangerous game.

Carter looked at the others, before sighing.

"Guess you're right, maybe we should relax, for once." Carter said as he stood up and went to the other side of the room, where a machine that removes their heavy armor resided as he stood in place when the machine activated and started to remove his armor, until he was left in his skin tight undersuit.

"I admit, it feels weird being outside of my armor." Carter said as he sat on one of the chairs in the room.

"Don't worry, you'll get used to it." Kat said as she and the other three Spartan females went back to talking about improvised weapons.

"Jeez, with their minds working together, we are in more danger being around them than the Covenant." Jun said as the others shuddered at the thought of them teaming up.

"I suggest we don't give them more ideas, they're already dangerous with their collective knowledge of everything." Noble Six said as she laid in her bed. As soon as the room got quiet, the six members of Rogue Squad came in, pulling several carts of food, ranging from premium cuts of meat to desserts that look delicious.

"Finally, what took you so long?" Carris asked as the other started to pull their chairs and some tables towards the center of the room.

"Well, we have been waiting for a bit longer, since they were feeding the civilians and other military personnel first, that and we had to get amount of food necessary for us to eat." Isaac, Rusty's second in command, said.

"Honestly, I don't care, let's eat." Emile said. As soon as he did, the nineteen Spartans started to eat the food that they were given and with them eating rations for a long time, they were savoring the foods that they ate.

"God, this is good!" Callie said as she ate her second bowl of salad and went to get more.

"Jesus, Callie! Save some for us!" Andrew said as he ate his T-bone steak. The Spartans were talking about different things that happened earlier in their careers, Emile and Blake having a contest of who can sneak the most food off of Jun's plate, overall, they were acting like a family, if you consider nineteen augmented supersoldiers who can beat the ever living shit out of anything a family.

"Hey Emile." Marcus said.

"What's up?" Emile asked.

"Who would you rather face, a platoon of Gators or a squad of Apes?" Marcus asked. Emile chuckled.

"The Gators, of course." Emile said, as he ate his salmon.

"Fine by me. The Elites are a bitch, but they're smart right? makes them predictable. The Brutes though, just look at them sideways and they'll lose their heads. Makes them fun, like picking on an emotionally stunted twelve year old." Marcus said.

"You were a bully as a child?" Jun asked.

"Me? No, I _was_ the twelve year old." Marcus said.

"That must at least teach you sympathy…" Jun said, but was interrupted by Marcus.

"Sympathy? If you were the one getting your ass beat, it was best to be the bully than the one being beat on." Marcus said.

"You are one enlightened individual, you know that?" Noble six said, as she ate her lemon garlic chicken.

"Tend to think that I turned out okay." Marcus said proudly.

"Marcus, all of us, including you, are essentially a government sanctioned sociopath, that's not normal and most would say it's far from okay." Viper said, as Marcus felt his pride being wounded.

As soon as they reached for dessert, the door slides open and standing in front of it is the brainchild of the S-II and the successor of Colonel Ackerson, who was relieved of his duties after being accused of throwing away precious war assets, Dr. Catherine Elizabeth Halsey, and on her sides were three Spartan-III, no doubt her escorts, but something was not right.

First off, they all were 7'3, which is four inches below the standard height of Spartan-III after augmentation, with the exception of Viper. Second is the one on the left has serious muscular thighs that looked like it's about to burst out of her armor plating, while on the right had a larger chestplate that meant for someone like Jorge and third, the three only carried pistols, which is very unusual as all Spartans carried a variety of weapons.

" , what a pleasant surprise. We thought you were at the science deck." Carter said as he wiped his face clean.

"Sorry for the...interruption, but I have three new Spartans to add to your team's." Halsey said as she looked at her data pad.

"I'm sorry ma'am, but how are they Spartans? They barely come up to the standard Spartan-III height. "Jorge said. All the other Spartans agreed, as they don't fit their standards, much less ONI's standard.

"Because their mutation make them smaller than you, they're still considered Spartans." Halsey said. Viper decided to speak up.

"Look, I don't care if they aren't at the height of normal Spartan-III, they are still Spartans, so shut up, and let Halsey talk." Viper said, as the other Spartans, including the S-II, look at him with surprised looks.

"Thank you ,Viper. Now, back on the subject. This is Chun-Li-B318, next is Laura-B026, and the last one is Minami-B114. These three are from Beta Company." Halsey said. As soon as they heard Beta Company, Viper and his team looked at Halsey with shock.

"Wait, you mean that Beta…"Callie was about to ask, but Halsey cut her off.

"Was wiped out? Unfortunately, yes. Last I heard was they were defending a shipyard that was being used as a evac site, but stayed behind when a Covenant force that outnumbered them five hundred to one attacked and these three, along with several others, survived." Halsey said in a stoic tone, but that tone covered up the real tone that Halsey was using, sadness.

"What about Alpha Company?" Viper asked. Halsey shook her head in sadness as well. The Spartans took the news hard.

"So, you're telling us that we might be the last Spartans?" Callie asked. Halsey looked up after getting her composure.

"That is unknown, but some Spartans were aboard civilian ships before Reach was attacked and majority of the Spartan-III were off world at the time." Halsey said. This assured the Spartans that were in the room, excluding the new arrivals.

"Viper, I need to speak to you about some sensitive information, alone." Halsey said as she left the room. Viper looked around, before sighing and exiting the room.

 **-Observation Deck, fifteen minutes later-**

Viper and Halsey was walking towards the empty observation deck, as they wanted to speak without an ONI agent eavesdropping.

"What do you want Halsey, and don't think about lying about what you want to tell me." Viper asked, as Halsey slightly smirked at Viper's attitude.

"Still the same get to the point attitude, anyways I wanted to talk you about Phantom Squad." Halsey said.

"Look, if you are talking about my Squad, it should have them included as w…"Viper didn't finish as Halsey raised her hand.

"I'm not talking about them, I'm talking about the original Phantom Squad." As soon as Halsey finished her sentence, Viper tensed up.

"Why do you want to talk about them?" Viper asked, straining his voice a tiny bit.

"Because, Viper, I have some items of value that Phantom-One wanted to give to you when you recreated the team." Halsey said.

Once she finished finished, she pulled out four items, two of which looked like Kopis hilts, but was modified to fit a Spartan's grip and the other two was white cylinder hilt with gold guard that had a mask, with one side white with a solid black eye and vice versa for the other side, along with the second one hilt, but painted black. Viper knew those items all too well, weapons of Phantom-One and Phantom-Three.

"So that's why you want to talk to me alone, without their attention." Viper whispered as he saw the weapons of his former teammates.

"Yes, precisely. Right before Phantom-One succumbed to his injuries, he asked me to give you them when you recreated the team, and since you did, I decided it was time to give them to you." Halsey said as she handed the four hilts to Viper, who took them and activated each blade, one at a time.

The Kopis hilts had a black square button on the grip and once activated, made a snap hiss noise, similar to the energy sword, but instead of the blue color energy blade, it was a bronze color blade, which almost looks like the real Kopis blade used in Ancient Greece, but if one looks closely, they can see a faint wisp of energy coming off of the two blades. Viper swung the blades to get used to the new weapons.

Once he was done, he attached them to his side's and pulled out the two cylinder hilts that belongs to Phantom-One, and activated the blades. Once he activated them, the white hilt produced a flat red blade that was similar to the claymore used by Scotsmen of the 14th Century, showing that it was a weapon meant for war and it showed strength. The black hilt produced the same type of blade, instead colored black, giving it a mysterious feeling, along with it obvious negative connotation, death.

"Well, now that I have given you the weapons, I wanted to give you something as well." Halsey said. Viper looked at her.

"And that would be?" Viper asked. Halsey reached for her coat pocket and pulled out a small rectangular card that Viper recognized immediately.

"An A.I chip?, but I thought those were given to selected Spartans?" Viper said.

"I know that, but under dire circumstances, I know that you, besides Noble team, are the only Spartan-III that I can trust." Halsey told Viper, as he grabbed the A.I chip and looked at it, before placing it into his helmet on the back, which he felt like someone poured icy cold water down his back, until the sensation stopped.

Viper then noticed that his suit diagnostics were being checked by the A.I in the chip.

"Uhh, hello?" Viper asked, albeit hesitant about the new occupant inside his suit.

"Hello, Commander, my name is Kalmiya, your new A.I."Kalmiya said. Viper then saw on the upper left corner of his HUD a background that had tiny numbers going down, along with the A.I, who looks like a Greek Goddess, wearing the clothes that were used in Ancient Greece. Her hair flowed down to her back, similar to that of a waterfall.

"Hello, Kalmiya, my name is Viper-A258 of Alpha Company, but everyone else call me Viper." Viper said. Kalymia acknowledged him, before the screen blinked out of existence.

"Okay, quick question, who is Kalmiya?" Viper asked. Halsey sighed.

"She's the A.I that I used for in Sword Base to help with my research." Halsey said. Viper was about to speak, until he got a message from Callie, saying that Emile was getting into a argument with a civilian. Knowing him, it'll escalate into a fight that'll be one-sided.

"Look, I have something to do, but after I come back, we're going to finish our conversation, okay?" Viper said, as Halsey nodded. Viper walked away to go to the mess hall, where the fight was happening.

 **-Mess hall, several minutes later-**

Emile was being held back by Jun and Carter, who almost lost their grip twice, trying to hold back the S-III.

"Emile, just calm down!" Jun yelled. Emile didn't listen, as he wanted to kill the civilian, who was being held back as well.

"Tsunade, just let it go!" A girl with Pink hair said, as she and a dark blue hair girl was holding the blonde woman back. The three were Sakura Haruno, Hinata Hyūga and Tsunade Senju.

The three were grabbing a bite to eat, when Emile bumped into Tsunade, spilling her food. Tsunade turned around and started to yell at Emile to apologize, but didn't get a response, which she then tossed a glass cup at the back of his helmet, and the situation got ugly really fast.

The Spartan and Civilian were almost through their friend's grasp when they heard a voice that would have struck fear into any Covenant forces and Marines, even the three Spartans were scared shitless.

"Emile-A239, what the hell are you doing?" The very pissed off voice asked. Emile turned around and started to freak out on the inside, as he was trained to not show emotions on the outside. In front of him was Viper, who was clearly not happy with him.

"Come on, Viper, can you listen to what I have to say?" Emile ask Viper, who still kept up his glare.

"I don't care what you have to say, Emile. I'll decide what's your punishment for later. Now, get out of my sight!" Viper said, which Emile compiles as he ran once he was out of Viper's sight. Viper turned to Tsunade.

"I'm sorry for what he did, he's not used to being around civilians." Viper said as he apologized for Emile's action. Tsunade gave a little smile and said to Viper.

"I accept your apology, though his actions cost me my food." Tsunade said as she looked down, still angry at Emile's actions, but sad as she has to wait in line for another meal. Viper looked at her, before looking at the line. As soon as he was done, Viper tapped Tsunade's shoulder who look at him, as Viper nudged his head to the door that leads to the officer's lounge that was filled with fresh food. Tsunade decided to follow his lead, as she needs to get back to her room before two certain kids will try to kill each other.

 **-Thirty minutes later-**

After getting her food, Tsunade left to her quarters, but before Viper gave her something as she left. The item that she received was a clearance badge that'll allow her to go to the Officer's lounge if she wants to. Tsunade couldn't help but smile at Viper's actions, as she only seen them coming from certain people, speaking of which.

"Dammit Naruko, give me my ramen!" A blonde male yelled, as he was giving chase to a blonde woman. These two are Naruko and Naruto Uzumaki, twins of Minato Namikaze and Kushina Uzumaki.

Naruto, the older twin, has blonde hair that was spiky, blue eyes and three 'whisker' marks on each cheek. Naruko inherited her mother's hair color, red and long hair that reaches her shoulder, and the same color eyes as her mom and had the same marks as her brother. As the twins were chasing each other, the other occupants of the room was laughing at Naruto's futile attempt to retrieve his ramen.

"Give up, Naruto. You know that Naruko won't ever give up the bowl." Sakura said, as she ate her own food, which was a chicken Caesar salad and some bread sticks. She, along with,Hinata,TenTen,Temari,Mei,Naruto, Tsunade,Anko,Ino,Naruko and Kakashi were taking on a class-A mission after the Fourth Shinobi War when they suddenly disappeared halfway to the mission location.

That was three years ago, now they all work on the massive Agriculture/Colony ship as cooks, medics, engineers, and other jobs they could do. As they soon learn, though, is that these humans don't have chakra, something that dumbfounded them, as they still have theirs. But they were amazed that they achieve space flight and colonized eight thousand thousand worlds.

"I'm not going to let Naruko eat my ramen!" Naruto yelled as he was right behind his twin sister, but tripped on his own feet, which he hit the ground. The others chuckled at Naruto's futile attempt to get his food.

Their antics and relaxation soon ended when they all received messages via small wrist watch, saying that their shift is about to start, which they all started to change into their work clothes, while Kakashi waits until the other's left. Once they did, he pulled out a small suitcase that contained his clothes for his work, before walking into the bathroom to change.

 **-Military quarters, several hours later(10 minutes before arrival at Zeta Leporis System)-**

Viper was sitting alone in a room that was meant for the Spartans, as the other one from earlier was being used for civilians, as they couldn't put more in the civilian deck.

He was cleaning a pistol that was disassembled earlier. While he was cleaning the barrel of the pistol, Kalmiya, who was helping Halsey with some research, materialized in the data chip that Viper had removed from his helmet.

"Excuse me Viper, but what are you doing?" Kalmiya asked the Spartan-III, who put down the barrel as he said to the A.I.

"I'm cleaning my gun. It's a habit that's been drilled into all the Spartan-IIs and Spartan-IIIs, you should know that." Viper said as he started to clean the firing pin. After cleaning all the pieces, Viper started to assemble the weapon. Kalmiya asked what was the gun, in which he replied,

"It's a pistol that was designed for the soldiers of the ORION Project, but was cancelled when the project was cut, but I was able to get two. It fires one type of rounds, which is a ONI prototype .454 Casull round, capable of piercing the armor on Brutes, it's designed to kill upon contact, which is nicknamed 'Party Popper' for the fact that it has Explosive Tip that would blow up upon impact on anything that it hits, killing them in a single shot." Viper said as he started to put the rounds that he described to Kalmiya into the clip.

"Why would ONI give you these weapons?" Kalmiya asked Viper.

"Well, they wanted to see if the guns can be used for a Spartan-III, before being put into service for the S-III, but that was shut down in favor of more Spartans, but they let me keep it, as I have training to use them." Viper said, as he pulled the slide back, before releasing it, loading the chambers with the rounds. Viper placed them down, but turned around when he heard his door slide open and smile at the person who entered the door.

"Hey, Drew." Viper said, as the person in question started to walk to Viper. Drew Saturday, or Drew by some, who was one of the few ONI agents who aren't the stereotypical ONI spook. Drew wore an orange jumpsuit with a belt, along with a two pistols on her sides. Despite her choice of clothing,it didn't constrict her double E-cup chest, curvy hips and large butt.

Drew smiled when she saw Viper standing up to his full height, which tower's her 6'8 height, before he lean down to kiss her on the lips. Drew groaned as she wrapped her arms around his neck. After a few more seconds, the two stopped kissing as they released each other from their embrace.

"How are you doing, Drew?" Viper asked Drew.

"Good, just that ONI is now scrambling to save whatever data that they can save, especially after Reach was attacked." Drew said, not knowing that Viper cringed slightly at her saying about Reach, but Viper kept it in check.

"I heard you have a new member added to your team." Viper said, as Drew looked away, blushing slightly.

"Yeah, but one of them is a bit, what's the word again?" Drew asked herself.

"Ditzy?" Viper asked.

"Yeah, she's a bit of a klutz,but she's a great medic." Drew said.

"Who is she?" Viper asked. Before she can answer, they heard the klaxon alarms blaring.

" _This is the Fleet Admiral McKay, all combat personnel, prepare for combat, I repeat, all combat personnel, prepare for combat, this is not a drill."_ The Fleet Admiral said, as Viper sighed, before grabbing the two pistols from his work desk, before kissing Drew one more time.

"Be careful!" Drew said, as Viper told her that he'll be back. Then Drew sat on his bed, before pulling out a picture, which had her parents, wearing UNSCDF uniforms,her little brother, Doyle Blackwell and herself, before their deaths during the Battle of Actium.

"I don't want to lose you." Drew whispered, before putting the picture away and walking to the hangar deck to the Sahara-Class prowler.

 **A/N: and that's a wrap! Man, a Spartan-III** _ **and**_ **a ONI agent dating!? That's one hell of a pair. Also, the Naruto Gang is here and there's more characters from other anime's and such coming in later chapters.**

 **Next, The Original Phantom Squad is something I'll be explaining, once i build up a backstory for them One last thing, if anyone gets the reference, you get an internet cookie and possibly a chance to have a character (Non-Spartan) on the story. Just put into the reviews of the names of two Spartans dialogue and the Story it came from, and I'll contact you. Until then, See you next chapter!**


	4. Chapter 4

**A/N: what's up my faithful followers, sorry for not posting in a month, I have a new job(my old one was going out of business) with a different schedule, so I had to put this off for a while. Anyways, this second part of the two part chapter will be drawing to a close. A old face will be appearing on here, two(maybe three) RWBY Characters will be part of this,one character from Gears of War, but it's not who you think, one more Characters from Naruto and I'll be introducing Elites Characters into the story. How? Read the chapter! See you at the end, peace!**

Battle of Equis (part 2)(thirty minutes before the end of part one)

 **-UNSC Arcadia, Bridge-**

"We're coming out of slipspace in 3,2,1…" an ensign said, as the Spartans, excluding Viper, Admiral and Halsey watch the Fleet come out of slipspace, only to end up looking at a battle for the survival of a planet.

They saw Covenant ships descending on the human ships, who were shilling out missiles and rounds non stop.

"Jesus Christ, there's humans this far out?" a shocked Callie asked.

"Yes, and apparently the Covenant found them as well." Halsey said, as she went through her data pad.

"Surprisingly, they managed to wipe out 3/4 of their fleet, despite being nearly out classed and on even standing." Halsey said.

"Sir, we're being hailed." An Lieutenant said.

"Put it through." Fleet Admiral McKay said. The Lieutenant started to press the keys on her screen. Then on the screen showed a Vice Admiral, who looked relieved.

"Thank God. This is Vice Admiral Dragovich of the UNSC-OCDF 19th Fleet, we're under assault by a Covenant Fleet, we need support." Dragovich desperately said.

"This is Fleet Admiral McKay, we are sending ships to support, McKay out." He said.

Fleet Admiral McKay then got on the P.A system and started to issue orders.

"Spartans, right now we need to get some Intel on what's happening, so you'll be deployed via drop pods to the planet, understand?" McKay ordered, as the twenty one Spartans saluted, before heading to hangar bay to go to a Frigate.

UNSC Arcadia, hangar bay

Phantom Squad, Noble Team and Rogue Squad were at two separate Pelicans, who are ordered to take them to the UNSC Brooklyn for a insertion to the planet surface.

"Alright, Noble Team, Phantom and Rogue Squad will be heading to one of the country's capital to get the info of the situation and spread out accordingly to whatever the situation is, got that Spartans?" Viper said in an emotionless voice.

"Sir yes, sir!" All the Spartans, excluding Carter and Rusty, yelled. The teams split into eleven per Pelican. Once they were on, the pelicans took off, while fighters flew out the large ship to engage the Covenant.

The two pelicans met with UNSC Brooklyn, where it was one of the sixteen Frigates part of Battlegroup Alpha, who was escorting 8 Polyphemus class Destroyer,

2 Agamemnon Heavy Cruiser and 1 Independence-class Carrier.

The other Battlegroup, Bravo, Charlie and Delta, head towards the Covenant position, while the UNSC Arcadia and it escorts stayed behind to act as a trump card.

The three Spartan teams head to the lower decks of the ship to where the drop pods are located.

"Alright, first we get in touch with the highest ranking officer on the ground, then start to sort out which area needs support." Carter said, as they saw their pods dangling from the upper atmosphere.

*BEEP...BEEP...DING!*

As soon as they heard the loud ding, the twenty two SOIEV pods were pulled down by the planet's gravity. They now were heading to the surface, where the Spartans saw a city built on a mountain.

"All Spartans, change your course for that city!" Carter ordered, as they all changed course.

"We're about to land in 3,2,1…" Viper announced. Soon, they stopped in a courtyard of sorts.

"Noble one, there's Covenant soldiers and…please tell me that this is part of my imagination?" Kat asked.

"Not now, Noble Two. Doors popping, get ready." Noble One said. As soon as the drop pods doors open, the Spartans opened fire, killing most of the Covenant.

Soon the remaining Covies were cut down by the defenders.

The Spartans saw a Captain, along with three ODST acting as Bodyguards, as they moved to them.

"Captain, Commander Viper-A258 of Phantom Squad reporting for duty!" Viper said as he and the other five saluted.

"Commander Carter-A259 of Noble Team reporting for duty!" Carter said, as the six Spartan saluted.

"Commander Rusty-626 of Rogue Squad reporting for duty!" Rusty said.

They all saw the Captain smirk.

"Spartans, let's drive the Covenant off of this planet." He said.

 **-Twenty minutes later-**

After the three Spartan teams made planet fall, Rogue Squad head towards the the other parts of the planet that were attacked to help push the Covenant back, with most of Phantom Squad and Noble Team head towards Ponyville to assist the 2nd Marine Expeditionary Force, with Viper, who, along with Jorge, were escorting the ponies and soldiers to a better defensive position.

While they were moving, Jorge and Viper could hear the whispers of the group behind them.

" _Well, our reputation is still known."_ Jorge said over the radio set.

" _Yeah, though I really fucking hate it when they call me the 'Reaper'. Besides, you know who earned that title."_ Viper said.

As the two Spartans were in the front, with several ODST, Hoplite and Centurions covering the side and rear, Carmine couldn't help but ask Miller a question.

"Hey Miller, who the hell are these guys?"

Miller respond with,"They're Spartans."

"Who?" Baird asked.

"Remember the stories about soldiers who can take on a army of Covenant soldiers and live to tell about it? That's them." Miller said, while the remaining Centurions and Hoplite become visibly relaxed. Celestia became curious on how the two _extremely_ tall armored men were made.

Viper, who was looking for any signs of Covenant, felt a tap on his shoulder. He turned around, seeing a anthro pony that was at least his height.

"Excuse me, but where are you taking us?" She asked.

"We're taking you deeper into the mountain. The farther you're from the battlefield, the better." Viper said.

"What!? Come on, let us fight! We can take them on!" The pegasus with the rainbow mane and tail exclaimed.

"That's not going to happen." Jorge said as he scanned the hallways.

"'Not going to happen'!? You can't tell me what to do, I'm going!" She said, as she was about to fly, only for a thunderous boom resonated in the hall, forcing the ponies and humans to cover their ears.

Viper held a gun with it's barrel smoking. Above Rainbow Dash's head was a smoke trail.

"That is why you shouldn't go. I purposely missed that shot. But out there," Viper said, pointing out of the window with the pistol, showing the battle outside of Ponyville, with explosions in the air, signifying anti air weapons and on the ground, "is a one-way ticket to getting killed, or worse. You don't know what you're facing. There's things that would eat you alive or torture you." Viper said to a visibly shaken Rainbow Dash, as he put the pistol away.

"Come on, we still have to get to the mountain entrance." Jorge said, as they started to walk.

 **-Ponyville-**

"Get down!" A marine yell, as a plasma mortar hits a nearby building.

"Fuck, someone give me that biofoam, Michaelson is bleeding out!" A medic screams, trying in vain to save a life.

"Mama! Ahhhh!" The marine on the ground said, holding his spilled guts that came from a spike grenade.

"Don't let these bastards cross the street!" A Hoplite said, firing at the Covenant.

For a few hours, the town of Ponyville went from a quiet peaceful little town, to an absolute hellish warzone. The 4th,7th and 9th Marine Expeditionary Force,two with 50,000 Marines and the 9th having 40,000 Marines, along with the 12th Centurion Expeditionary Force, also having 40,000 Centurion and 6th,15th, 20th, 39th and 36th Hoplite Regiment, totaling up to 20,000, were holding the line at all cost, because behind them was nothing but civilians and wounded.

"Callie, Brutes six o'clock!" Blake said, as he fires his shotgun into a Elite stomach.

"Got it!" Callie yells, turning her attention to the squad of Brutes, before laying waste to them.

Andrew and Marcus was sniping any enemies too far from anyone reach, thanks to modification to their scopes and helmets.

Luke was in his own world, as he jumped on a Hunter, firing his twin SMG into it's back, as he was intent on killing it, since it wiped out a squad of Marines.

The Battle was a whole new experience for the planet, as they never thought that there was life in space, until now. For the UNSC, it was nothing new, since they have been doing this for 27 long years.

"Shit, there's too many!" A marine yelled, as she tossed a Frag grenade into a hole in one of the walls, hiding several Brutes. The grenade went off, detonating several firebombs on them, igniting them and the building.

"Just how many Covenant are there!?" Luke yelled, as he dodged a fuel rod shot, before lifting up the grunt and snapping it's neck, producing a loud crunch and blue blood splattered against his armor, before tossing the corpse away.

"We don't have the firepower or manpower to hold them off!" A Hoplite Lt. said, as he placed a civilian behind him to take several plasma shots.

"Shit, we got Scarabs!" A Marine spotter yelled over the comms, as ten Scarabs were air dropped by a CCS battlecruiser, meaning that made it through the blockade. On top of that, several Drones spotted a army of nearly five million, possibly a tenth of the Covenant total forces on the ground, along with thousands of Wraiths, Ghosts and Revenant making up the vehicles, including Banshees, Vampire and Locusts walkers covering the Scarabs.

In other words, Hell just broke loose, and it's heading to the human defenders, who only have a meager 100,000 remaining troops, half of their numbers, and only Warthogs and Hornets to fight.

"Shit, if they reach this position, we'll lose the civilians!" A Centurion yelled. Most of the human soldiers knew that if even one Scarab made it through, it's over, most of their heavy artillery are too far or destroyed and none have any 'Putty' C16 charges, the more powerful and malleable version of the C12, with one 4 inch cube having enough explosive power to create a ten meter crater or turn a Scarabs leg into scrap metal.

"Fleet Admiral McKay, This Callie of Phantom Squad, i'm requesting Strike Package Rolling Thunder on a Covenant Army 30 km West of us. Friendlies are East of a small village and red smoke." Callie said, as she pulled a Centurion who had a needle round in his knee.

"Copy that, Strike Package Rolling Thunder is on it's way, E.T.A: ten minutes." McKay said, as the comms disconnected.

"All right, listen up, we have a Strike Package coming in ten minutes, we need to move the wounded to a safe distance. Move out!" Marcus said, as the Marine started to switch places with the Centurions, as they started to put those too hurt to move to walk on stretchers and assisting those who can move far away from the soon to be Crater.

 **-In space,** _ **UNSC Enterprise**_ **-**

The Yorktown Class Carrier is the subclass of the Independence Class, but looks similar to the Crown in the Jewel of Carriers. The Independence is 6.25 kilometers long, armed with 360 Point Defense Cannons and 60 hangars, each housing 96 fighters and bombers of various size and shape, making it the best Carrier in UNSC history, while the Yorktown is similar in size, but sacrificed 120 PDC Cannons for 12 extra hangars, compensating with more fighters.

The _Enterprise_ and it escorts of 2 Valiant Cruisers and 7 Halberd Destroyers was on patrol when it picked up a distress signal from the system nearby, the small Carrier group jumped in and provided help to the weary fleet and the UNSC Arcadia.

The Carrier is providing Anti Air cover for the OCDF fleet that was protecting the planet, while in hanger 12, pilots are preparing for a Rolling Thunder Strike Package, consisting of 2 YSSS-X1-B, 8 A/SV-1B Dive Bombers and 32 F-98 Claymore attacker. The X1-B Bomber is the pinnacle of human ingenuity, using the ancient B1-B lancer bomber design, the bomber is capable of holding six to twelve times the payload than its predecessor,thanks to slip space dimension pods, with four capable of destroying an entire Covenant army or outright turning a city into a hellhole of fire and death. The bombers were outfit to carry six times the payload, due to their fire mission being in close proximity of civilians and military personnel.

Due to their lethality, they are part of Rolling Thunder as a way to either soften up Covenant held areas or destroy Scarabs, and the former is their current objective. Along with the Bomber, the Aerial/Space Vehicle or A/SV-1B for short, is a variant is the A/SV fighter, meant to act as a diver bomber or to strafe run.

The fighter has swept wings, carrying ten MITV pods in total, outside the cockpit has two 80mm Rotary Cannon Mounted on each side, 40 MITV Pods, holding 20 100 lbs missiles a pod, 10 2,000lb bombs in the bomb bay, making it the perfect strafe run fighter.

Last is the F-98 Claymore, the UNSC best Close Air Support fighter and ship to ship interceptor. Based off the Bf 109TL. Armed with only six M9109 ASW/AC 50mm Autocannons, which is unheard of among other fighters, since fighters would carry missiles as well. With four were placed in the nose and two in the wing roots, the fighter could go head to head with 5 Seraph fighters and come out victorious.

"This is Strike Commander Wolf-1 to Hunter Actual, Strike Package Rolling Thunder is away, ETA:2 minutes." The pilot said, as the 42 ships flew off to rain hell on the Covenant.

 **-Ponyville-**

The Spartans of Noble Team and Phantom Squad are pushing themselves to their absolute limits to corral the Covenant into a small area for the remaining Marines to fire 40mm Grenade into them as improvised Mortar, while the Hoplite were chucking either 60mm High Explosive or 80mm 'Ground Pounder', which burrows into the ground 1.5 meters before exploding, like frags.

"Goddamn it, I'm almost dry!" Luke said, as he grabbed an Zealot arm, before snapping its arm and plunging the energy sword into it's chest.

"Emile, 2 O'Clock!" Carter yelled.

"On it!" Emile said, as he shoulder checked a Elite, before jumping on a Brute and stabbed it with his Kukri multiple times, before the ape fell.

"Marcus, Strike Package on it's way, 1 Mike out!" Andrew yelled, covering Jun from Grunts and Jackals.

"Alright, everyone, fall back!" Marcus yells, as the 10 Spartans started to run back to the safe zone, but had to stop when a orange beam of plasma strikes ten meters ahead of them,killing twelve marines in the process.

"What the fuck! How can a Scarab hit so far!? And what's with the orange plasma beam!?" Luke yelled.

"Shut it, Luke! We need to get out if the area in 45 seconds!" Callie said.

They all agreed, as they all ran like hell. Emile then noticed something different about the Covenant.

"Carter, look at their armor, it's red, not their usual colors." Emile said, as he passed a gutted Elite and two headless Brutes. He was right, they had Crimson armor, with the Brutes having spikes on them.

"Well that's new, maybe they are part of some sort military branch?" Carter asked.

"Run now, Questions later!" Kat said as they were able to get to the safe area with ten seconds to spare.

"Everyone, get your head down!" Callie yelled throughout the Comms, as the ASV-1B Dive Bombers dropped their payload.

320 MITV Pods and 80 2,000 lbs bombs struck the Covenant Armor and Banshees with enough force to break them in half, before exploding, tossing the entire Army into disarray, as soon as the Dive Bombers were gone, the 32 Claymores fired 50mm High Explosive/Armor Piercing Incendiary rounds and 80mm High Explosive Dual Purpose rounds into the Covenant Infantry, cutting them down like weeds with a weed wacker. The twenty four wiped out majority of the Covenant foot soldiers in four strafe, when the two X1-B Bombers opened their three Bomb bay doors and dropped 300 Mk.84 2000lb bombs, 600 Mk.83 1000lb bombs, 240 MITV ground pounder missile pods, each carrying 25 100 lb missile design to dig 1 meter before exploding, and hell, 40 10,000 lbs _and_ 20 20,000 lb bombs were dropped onto the ten Scarabs, their Locust escorts and what remains of their army.

The amount of explosives dropped is the definition of overkill, with nearly _3.4 megatons_ of explosive dropped into a small blast radius to bitch slap the Covenant.

 **-Canterlot Castle-**

"Can...you...please...slow...the...fuck...Down!?" Cole said, as he was gasping for air, along with everyone else, excluding Viper and Jorge.

They all survived run-ins with six Squads of Elites, two Hunter Pairs and twenty Brute Packs, with them having less ammo, that, along with going down enough flight of stairs that Baird muttered that whoever invented stairs should be burning in Hell.

"We're almost there, just two more hallways left." Viper said, as he scanned every door, making sure that nothing sneaks up on them.

Viper was getting a bit angry, as they lost five Hoplite and eleven Centurions on the way, only for the blueblood ponies to talk shit about them, even though they gave up their lives. He was wondering if anyone will miss them to 'friendly fire'.

"There it is." Jorge said, as they saw Marine, Centurions, Hoplites and a new group of Soldiers that were only 6'3 in height.

"Spartan, Captain Cooper of the SRS!" The pilot called Cooper said, as everyone saluted the two Super Soldiers.

"Captain, what's the situation?" Viper asked. Before he got his answer, the entire place started shaking very violently.

"Please don't tell there's more Scarabs?" Marcus groaned.

"No, that was a Strike Package, more specifically, a Rolling Thunder Strike Package." Viper said, as he knows that a Rolling Thunder Strike Package can cause massive damage, if used correctly.

"Marcus, this is Viper, what's the sitrep?" Viper asked over the private Comms.

"Everything's fine, just ten Scarabs and a tiny fraction of Hell just broke loose, so we had a Rolling Thunder Strike Package called to waste them, if you want to make sure that they're dead, go check out the large ass crater later on. Ponyville is secured, but there's more wounded and civilians than there are abled bodied soldiers." Marcus said.

"Send them to Canterlot, there's a small entrance to the mountain that leads to a F.O.B." Viper said.

"Copy that, we'll keep you posted. Also, Rusty and his band of misfits were able to push the remaining Covenant from the western Hemisphere, so expect them to drop by." Marcus said.

"Copy that, Phantom-1 out." Viper said, as he explained what that quake was and Rogue Squad.

"So, that shake was from a god damn strike? Jesus, give us a heads up next time." Baird said, as Sam smacked him in the back of his head.

"Viper, incoming transmission from McKay, priority 1." Jorge said, as he ate a energy bar meant for Spartans.

"Fleet Admiral McKay, this is Viper, what's the situation?" Viper asked.

"We just received word from Miss Saturday that a Covenant Supercarrier just came from slip space being fired upon by five Assault Carriers and is requesting a evac." McKay said. Viper was shocked. A Covenant ship was requesting a evac? If he didn't know it, he might think that the universe was fucking with humanity once again.

"I don't know if this is a trap, but they might be our only chance to complete Operation: Red Flag. I want you to board that carrier and secure the VIP. You'll have 30 minutes to complete that mission. Once the time is up, we'll be forced to destroy the ship,along with you and the VIP, to hide the planet's location, understood?" McKay said.

"Yes, Sir!" Viper said.

"Jorge, tell Phantom Squad that Marcus is in charge." Viper said, as he got the next Pelican to space.

While Viper was heading to a ONI Prowler, Ruby, Yang, Weiss and Blake were taking the opportunity to sit down and eat, as they were now running on hopes and dreams, along with three stims.

"You saw the weapons they were carrying?" Ruby said, as she saw the Morita Rifle in action. No recoil, caseless rounds and a shotgun attached to it. She was willing to kill anything to get her hands on it.

"Yeah, we noticed. Besides, I want to know why were they here, I mean, aren't they supposed to be at Reach?" Weiss said. She heard about Spartans, compared to them, they were children.

"Maybe they're part of the Headhunters?" Blake said, as she heard from the OnI Spooks that Headhunters were the best of the Spartan-IIIs.

"No, they operate in a pair, not six." Yang said, as she was eating a energy bar.

"Well, this is unexpected." A voice that sounded familiar to the four. Ruby turned her head and gasp.

"Headmaster Ozpin!" She yelled. Yang and the others followed suit and saw their old headmaster from Beacon seven years ago.

Ozpin wore the same shaded glass spectacles and a small, purple, cross-shaped pin on the cowl around his neck, along with a unzipped black suit over a buttoned vest and green shirt and black trouser shoes and long, dark-green pants.

Alongside him was Glynda Goodwitch, who wore her old attire, though she had grown her hair out that reach halfway to her back.

"It's good to see you Ruby. It's unfortunate that we had to meet like this, on the battlefield." Ozpin said, as he drank some coffee.

"It's alright, we weren't expecting to see you here." Yang said. For them, seeing the two former staff of Beacon remind them of home, where they were fighting off Grimm and the White Fang, until it was burned to ash and glass. They were the lucky ones to get out.

"What's going to happen?" Yang asked.

"Well, one, we're going to need a better detection system…" Ozpin said, as he and Glynda sat down with RWBY.

 **-On the Prowler** _ **UNSC JFK-**_

"Drew!" Viper said, as the two hugged each other and kissed. Viper and Drew forgot about who was watching them for a second, before they heard a cough.

"Um, Drew? Mind you telling us why you kissed a Spartan?" a woman with a British accent asked, as she saw one of her colleagues kissed a fucking Spartan! On the lips!

"Oh right. Girls this is Viper-A258, my secret boyfriend." Drew said, as she had a blush on her face.

"Viper, this is Seras Victoria, one of our team marksman." Drew said.

The woman had platinum blonde hair, wearing a Burgundy ONI uniform with a matching mini skirt, long white stockings, ankle fold brown boots, and brown gloves. That didn't stop from hiding her chest that, when compared to Drew, were possible H-cups, and could see her butt from the front. Viper couldn't help but move in place to stop the growing bulge from hitting his crotch plate.

"Next is Yoko Littner, our next Marksman and scout." Drew said, as a red head walked up to them. She wore a leather black and red flame-designed bikini top, which she wore a black leather jacket over, with black rubber-leather short-shorts, and a white studded belt. Below, she had on baby pink thigh-high socks and white mid-calf zip-up boots designed with red flames emerging from her grey soles. She also wore black open-knuckled half-gloves complete with round wrist pieces studded with spherical yellow studs. Around her neck, she wore a tall white and pink patterned scarf with thin red stripes in which she was shown to keep a magazine for her gun. Her curvy figure was accentuated by her choice of clothes. Viper started to get _very_ uncomfortable.

"Last, is Shizuka Marikawa, our team's medic, the one I told you yesterday." Drew said, as a blonde woman walked up. Wearing the ONI outfit with a red cross on the left shoulder. Her outfit didn't do absolutely nothing to hide her J-cup chest or curvy hips and big butt. Viper know wish that he took a smoother stim earlier today.

"Gr..great t...to meet you girls." Viper said, as he fought for control of his body against his hormones, who was telling him to fuck them all right then and there.

"Now run along, Viper has a mission to do and I don't need him distracted." Drew said, as the three walked to their quarters. Viper and Drew walked to the Booster Frame bay for Viper's mission.

 **-Aboard the CSO Supercarrier, 5 minutes later-**

"Sir, I'm aboard." Viper said, as high booster frame sat in a burning pile, surrounded by dead brutes and elites, wearing red armor. A Grunt tried to activate a plasma grenade, only for it's head to be crushed.

"Copy that, the mission timer started, you better go fast, I don't want another Spartan listed as 'MIA' on my list." McKay said.

Viper, knowing it would take too long to get to the bridge walking, he grabbed his Machine gun, refilled and ready to go.

"All right then. Kalmiya,connect the timer to the one on the Arcadia." Viper asked his hitchhiker. Then the timer was under his health bar.

29:45

"Alright, let's go!" Viper said, as he ran at speeds only cheetahs can achieve.

Viper opened fire at any red armor alien he saw, mowing them down as he made a sprint to the bridge. Viper then saw it was almost out of ammo, so he placed it into an inter dimensional backpack on him and pulled out his Lancer and fired in short burst to conserve ammo.

"Viper, I connected to the ship Battlenet, whoever these red armored Covenant soldiers, they're called the Banished." Kalmiya said, as Viper stuck a Plasma grenade on a Brute, as the explosion destroyed a ammo cache that was right nearby him.

"The bridge is several flights up. The hallway to the bridge is guarded by several 'Banished' Elite Zealots, so I would be careful." Kalmiya said. Viper slowed down, as he started to listen to three Elites conversation.

"How long must we wait for the damn brute!?" A Minor said, as he was checking his Plasma Repeater.

"That brute is always late!" Another Minor said.

"Be silent! It won't be very long, Decimus is boarding the next Phantom to this damn ship." A Major said.

"Who the hell is Decimus?" Viper asked the A.I.

"Some sort of Brute Officer, I don't know, we have 20:45 until we become space debris, so get to the bridge and get the Hell out of here!" Kalmiya said, as Viper opened fire at the three, not giving them time to react, leaving three hole filled Elites. Viper started to run, murdering everything in his path.

After eight minutes of running and gunning, Viper made it to the bridge, only to miss a barrage of plasma bolt.

"Jesus Christ!" Viper said.

"What are you doing on this ship Demon!?" A feminine voice demanded. Viper was surprised that she can speak English.

"We received a message from this ship about a evac!" Viper yelled.

"Alright, but you even so much as raise your fist and you'll be destroyed!" The same feminine voice said.

Viper stood up and nearly choked at what he saw. In front of him was a Zealot in Purple armor, but he was sure that it was a girl, earlier from the voice and the fact she was rocking a pair of boobs that would cover his head completely, thighs that were thick as tree trunks and a big ass to go with it.

Viper was now sure that the universe was fucking with him on a whole new level! He cursed his goddamn Hormones!

"Viper, please tell me that we're hallucinating?" Kalmiya asked.

"No, we're not." Viper said, as the doors to the bridge opened and his nose started to bleed, twice in less than a hour.

A second female Elite came out, but her bust was the first thing that Viper saw. They were large than the first female Elite. She wore Silver Silent Shadow Armor, meaning that she was the most dangerous one out of all of them.

The third was another female Elite, wearing Zealot armor, but painted a grey color, also she had a metal left arm, most likely from an injury that cost her arm. Also, her chest was barely contained in her chest plate.

The fourth one was something that made Viper nearly go insane as his hormones went into overcharge. This one had on Light blue Spec ops armor, but no chest plate, leaving her bosom out for the world to see. She also had a tail, which is the first for Viper.

Two _more_ female Elites exited out of the bridge, one wearing what he believe to be undersuit of an elite with red Major armor, without her chestplate to hide her ridiculous large boobs, each one that could cover his chest with no problems whatsoever and seems to be blushing. The last female wore what he believes to be some sort of priestess clothes and had a chest that rivaled the under suit Elite.

"What is a demon doing here!?" The Elite with the mechanical arm.

"The fleet that I'm stationed on received your request for an evac, so they sent me to get you out." Viper stoically said.

Viper heard large thuds coming out of door leading to the bridge and saw what he thought was the largest Elite he ever seen. The elite wore silver armor similar to that of an SpecOps Sangheili and a Sangheili Ultra, and is covered with the gold Forerunner glyphs of Sacred Mystery, from what Halsey had in her reports.

"Viper, that's a Covenant Imperial Admiral." Kalmiya said. Viper knew that his mission became a Flash Override priority and had his armor set off a beacon, meaning that anyone within his beacon must respond, as failure is now unacceptable, even by Spartan standards.

"So you're the Demon that was sent to retrieve us?" The Imperial Admiral. Viper nodded.

"Good, we must leave. There's a Corvette in the hangars, we must get to it." The Admiral said.

The Female Elite in the Honor Guard looked at the Admiral with shocked eyes.

"Dad, you're not telling me that we're abandoning the ship!?" The elite asked. So the Imperial Admiral had a daughter? Viper's brain started to think on how to get the Elite Admiral support using...unethical means, until he kicked the idea away.

"We have to, the Banished has boarded our ships and most of our warriors are dead!" The Elite Zealot said.

"We can't leave the civilians!" The undersuit clad Major Elite said.

"We have no choice!" The mechanical arm Elite said.

"ENOUGH!" The Admiral yelled. The four elites stayed silent.

"We obviously don't have enough warriors to evac the civilians, but we can't leave them on the ship for the Banished to get them and do god's whatever they want." The Elite Admiral said. Viper was looking at them, more specifically the one in Major armor. She was more worried about the Civilians than herself. Seeing the opportunity to get support, he took it.

"I can help." Viper said

The one in Grey Zealot armor walked up to him, Viper and her height being different, as the Zealot stood 9'3, which was taller than Jorge!

"How can you help, you're only...one...demon!?" The Female Zealot asked, poking him in his chest with her mechanical arm.

"I've set a beacon inside my armor that'll alert other ships within the vicinity to help, that and I killed at least a third on the way here." Viper said, as he saw all the elites look at him with a shocked look in their eyes.

"Impossible, I've seen other demons fall to their vast numbers, you couldn't have survived them." The Honor Guard elite said.

"Well, I'm standing here, having a conversation with you. Oh, I didn't get your names." Viper said.

"Xeni 'Kamanee of the 'Kaman Keep." The Zealot in purple said, as she brought up her hand to her breast

"Ryab 'Nagumee of the 'Nagum Keep." The former Silent Shadow member said.

"Kar'kana 'Kuvamee of the 'Kuvam Keep." the Grey Zealot said.

"Liara 'Kumaee of the 'Kuma Keep." The spec ops elite said

"Nieta 'Suramee of the 'Suram Keep." The elite honor guard said, bowing down.

"Shi'ala 'Zohomee of the 'Zohom Keep and future Kaidon." The Major Elite said.

"Valup 'Tchua, Priestess of 'Tchua Clan." The priestess said. Viper then looked at the Imperial Admiral, who only chuckled.

"Another time demon, for now, we must get to the hangar." The Admiral said.

"Agreed. Command, this is Phantom-1, VIP secured, requesting a UNSC Escort Battle group and three attachment of Hoplites to move the VIP to a better location." Viper said over the comms.

"Roger that, UNSC battle group _Retribution_ is inbound. Be advise, the five Assault Carriers broke off, so expect a delay of the _Retribution_." A ensign said.

"Copy that, Phantom-1 out." Viper said.

"Alright, lead the way." Viper said, as the Elites and Spartan head to the Corvette hangar.

 **-Ten minutes later-**

The group of Elites and Viper was halfway to the hangar, while the Imperial Admiral stayed in the bridge to coordinate with any remaining Elites to get to the civilians in the crew quarters for evac.

Viper kept a reasonable distance from them for two reasons, one is it gives him more room to fight, should some 'Banished' soldier come across them and two, is because his God damn hormones is going to the roof!

' _After this, I need to talk to Halsey about this.'_ Viper thought, as he watched Nieta ass jiggle, before checking his ammo count.

While Viper was in the back, the seven elites watched as Viper scanned the corridors, like he was expecting a ambush.

"He's a cautious on." Ryab said. She heard rumors about this one, who would make rivers of blood flow the moment he steps on a battlefield and claimed more lives than any other Demons can, except for two other Demons. She remembered that a kill team of Silent Shadow went to hunt him down.

One came back to warn the local Covenant force about him, before succumbing to their wounds.

That worried her, she was a former Silent Shadow member and the only female to earn that title, if he can wipe out a kill team of seven, what would stop him from killing them?

"What is your name,Demon?" Kar'Kana asked, as it asked for theirs, so it was appropriate to ask for it's name.

"Viper, or by most, _Reaper_." Viper said.

"Why two names?" Nieta asked.

"Because throughout the war, that's what most people saw me as, a being that would leave dead bodies in my path." Viper said, as he remember killing Elites, Brutes,Grunts,Jackals and every Covenant soldiers on the field.

"A fitting name, since most of our warriors would have been honored to fight you."Valup said.

"Oh, Shi'ala, what is a Kaidon?" Viper asked, as this was a rare opportunity to learn about Elite culture.

Shi'ala was trying to think of how to explain it.

"A Kaidon, or "clan leader", is a meritocratic rank held by the head of a Sangheili state. Kaidons are chosen by a council of elders from their state." Shi'ala said.

"Sounds similar to Sparta's government." Viper said.

"Sparta?" Xeni asked.

"A ancient city state, or keep in your case, that produced the best soldiers in their time, Spartans. We're based off of them." Viper said.

"Go on." Xeni said, as her curiosity got to her.

"Well, Sparta was a part of a country called Greece and was considered the backbone of Greeks military force, due to them focusing on military training and excellence. Sparta was held in high regards, rivaling Athens, another city-state, in power. Sparta trained warriors that would equal several other warriors from other states. Their the reason that we exist." Viper said, as he remember all the lessons he learned from drill instructor or smuggled books.

"They must have been well respected warriors of their time." Ryab said.

"They were. How far are we to the hangar?" Viper asked.

"Just beyond this door, why?" Nieta asked.

"We're being followed." Viper said. The seven Elites saw Viper open the door leading to the hangar, while holding his rifle behind them.

"Go." Viper stoically said, as they all moved in. As soon as they all were in the hangar, Viper fired in the hallway, exposing ten Silent Shadow, two of which were First Blade Officers.

The Banished sent two S.S Kill teams*.

"Shit!" Viper said, as he smashed the doors control.

"Command, this is Phantom-01, we have two S.S Kill teams on board the ship, we need immediate evac or you'll be extracting the remains of our bodies!" Viper said, as he aimed his rifle at the door.

"Roger that, Delta Squad and your team is on the first Pelican, E.T.A:30 seconds." A Ensign said as Viper saw two pelicans come through the transparent shield that separates the hangar from space. As the two Pelican landed, Viper saw his team and Delta Squad come out, and Viper see that Delta Squad is still tire from their previous fight.

"Viper, where's the V.I.P?" Callie ask.

"They're on the Corvette and as soon as they can, will leave to get out of a here. Right now, there's two S.S kill team behind that door and I know who they are after." Viper said.

Marcus, after taking some stims and a 15 minute nap, was ready to blow some heads up.

"Hey Marcus, would you think that the jolly giant would miss his lancer?" Baird asked, as he eyed the weapon. While their Lancers uses 7.92×57mm, from what the Marines can guess, Viper's Lancer fires 9.5x40mm KURZ or, if the situation arises 9.59x53mm KURZ, the more powerful cousin than it's 9.5x40mm counterpart.

That and the plasma chainsaw. That thing can carve up pretty much anything! Baird would trade his arm and leg for it!

"I really don't want to find out." Marcus said.

Ten seconds later, they heard pounding on the door, with dents protruding from it.

"Delta Squad, move to a better position and give us covering fire, you won't last a second against them." Viper said. Marcus and his team moved to where a bunch of weapons cache were at, providing cover for them.

Viper and his team aimed at the door, as the door finally gave. Soon, ten of the Banished deadliest troops opened fire on Viper, along with several Brutes and Jackals, unaware of Delta.

Soon, the squad of six fired on the Silent Shadow, who didn't have enough time to react, which cost two of them to perish from the onslaught of bullets.

"Bring it on, baby!" Cole yelled, as three more charged them. Unfortunately, they all had to reload, which the Silent Shadow used to cross the distance to them. Marcus tossed a frag grenade, only to drop it several feet away from him, in order to take cover. He saw the grenade and tried to run, only to be blown back by the force of the explosion.

Marcus ear rang, as he watched the leader walk up to him. He tried to pull out his Boltok, only for the Elite to knock it out of his hand, as the Elite grabbed his throat and lifted him into the air.

"Marcus!" Jace yelled, as he tried to fire at the Elite, only to be forced back to cover.

The First Blade Officer grabbed his Energy Sword and activating it, two red plasma blades formed from the hilt. As the Elite raised the blade, it went rigid as it looked down and saw a blade coming from it's abdomen.

Marcus was released from the officer, as he fell to it's knees.

"Get the fuck away from my friends!" A voice said, a voice that Marcus remember, a voice that belongs to someone who died 10 years ago.

"Come on, Get up." The voice said. Marcus looked up and saw his friend, Dominic Santiago, ramming the blade of his retro lancer into the Elites throat, wearing the same armor the day he died.

"Dom?" Marcus asked, hoping that it was him and not his imagination.

"Hey, Marcus." Dom said, as he offered a hand to pick up his friend.

"How?" Marcus asked, remembering that he crashed a tanker to give him and Delta Squad a chance to escape the Locust and Lambent.

"Hey Marcus, who are you talking...holy shit. Dom?" Sam asked, as she saw Dom for the first time. Soon, rest of Delta Squad showed up and saw their long dead friend and teammate.

"Sam." Dom said, as the two hugged.

"How are you alive?" Sam asked.

"I'll explain it later. Right now, we need to deal with them." Dom said, point to the other Five Silent Shadow, along with the rest of the Brutes and Jackals, seemingly unaware to them at all.

"Let's do this." Marcus said, as he tossed his last frag grenade into the group of Jackals. Four beeps later, they were nothing but bits and pieces and a large bloodstain on the ground.

The grenade caught the Brutes attention, when the leader's head was destroyed by Clayton Torque Bow.

"Get some!" Clayton yelled, as the Brutes charged them, but, unlike the Elites, they didn't have any form of shield, which caused all of them to die from the hail of Bullets.

"Shit, Viper, behind you!" Callie yelled, as she ducked from a swipe from the Elite.

Viper, taking Callie warning, turned around and shot the Silent Shadow in the head with his pistol, resulting in the Elite having half of his face blown off, while his remaining skull burning.

"That's the last of them. Wait, where's the leader?" Viper asked. He got his answer in the form of a activated blade and yell from a female. Phantom and Delta turned around and saw the First Blade Officer holding Valup. Everyone reaction was the same, with Carmine speaking what everyone was thinking.

"Please tell me this is our imagination?" Carmine asked.

"Nope, I asked the same question." Viper said. Right now, they were in a really horrible situation. One, the V.I.P that was their top priority was now being used as a shield, meaning that they can't get a clean shot and two, the Elite appears to be groping Valup, which irked all of them, despite them being different species.

"Let her go." Viper said, as he leveled his pistol to where his neck is exposed, only for the First Blade Officer to move.

"She dies, and we lose any hope of finding their capital."Kalmiya said. Viper knew that she was right, they needed to end the war on humanity's term, not theirs.

Viper, seeing that his team wasn't going to listen this time, pulled out his black hilt energy sword and activated it, as the blade was produced by the hilt.

The First Blade Officer saw the blade and immediately know who he was.

"The Reaper." The Elite said, as he released Valup, who went back to the Corvette.

"All of you, get on the ship, that's an order and get the Pelican to take off." Viper said. His team hesitated for a moment, but complied, as they got on the Corvette via gravity lift, along with Delta. As soon as they got on, the Corvette's engines started, meaning that they were about to take off.

"Phantom-01, this is Command, Battlegroup _Retribution_ has met up with the Corvette and is escorting them to the planets moon, UNSC _Nightingale_ is heading to your position in ten minutes with the Hoplites." The ensign said.

"Copy that, Phantom-01 out." Viper said. As he and the Elite circled around, when he made the first move. Viper went for a slash, hoping to cut him in half, but was blocked by the Elite's blade. Then the two started to hit one another, ranging from quick precise strikes, to slow and devastating slashes, only for the other to block each strike.

The First Blade Officer attempted to decapitate Viper, but was rewarded with a punch to the jaw, as Viper blocked the blade coming for his neck. Viper fist broke the Elite visor, showing reptilian eyes, showing nothing but bloodlust.

"Come one, is that all you got?" Viper taunted, as he silently pulled out his pistol, which the Elite was unaware of.

The Elite, believing that Viper dropped his guard, lunged towards him. Unfortunately, he didn't get far, as Viper raised his pistol and fired, hitting him in the chest, but that was he needed. The round instantly exploded, along with the tiny amount of white phosphorus, killing the last Silent Shadow Elite.

Viper puts his pistol away, as he contacted a Pelican to pick him up. Unfortunately, he felt the entire hangar shake.

"What the fuck. Kalmiya, what happened?" Viper asked.

"A Assault Carrier just cut us off from the ship!" Kalmiya said. Viper looked and saw the moving away from the ship and towards the Assault Carrier that him them.

"Fuck!" Viper said, as Kalmiya tells him that the Assault Carrier is about to fire on them.

"Come on, hurry up!" Viper said, hoping that the Pelican gets here. As if his prayers was answered, a Pelican came in and opened the ramp, slowing down long enough for Viper to jump on.

"Go now!" Viper screamed, as the pilot punched the throttle, pushing the Pelicans engines to it's limits, and just in time, as the Assault Carrier Energy Projector cut the hangar in half, before being destroyed by the Super Carrier.

Viper stood up in the cockpit of the Ships, as he removed his helmets.

"Thank you." Viper said.

"Just doing our job sir." a redhead pilot said.

"Can I get the name if the two who saved my ass?" Viper asked.

The two looked at each other, before setting the Pelican to Autopilot and removing their helmets. The first one looked a lot like Ruby Rose on the planet, if she was fifteen years older. The second had Violet eyes, Long straight red hair, she must have been in her mid forties.

"Summer Rose." Summer Rose said.

"Uzumaki Kushina." The main pilot said.

"Thanks for getting out there, I would have been molten plasma by now." Viper said.

"Oh, you have to meet with a ONI Agent called 'Samui' once we make planetfall." Summer said. Viper groaned, as he sat down. He listened to the radio and he can hear cheering all over the channels, signifying that the UNSC won, though now comes the next part for those who survived and win a battle.

The aftermath.

 **A/N: And that's a wrap! I know what you might be thinking about the female Elite with their...assets. let's just say that the Internet is a weird place and leave it at that. Also, I know that Kushina, Summer and Dom died in their respective franchise, and I got a explanation to them, but for now, I'll leave it to your imagination, though for Summer, she and the Spartans-IIs aren't going to be friendly to each other and most likely result in a fight. Also, with Viper's hormones, it was something that my and a few friends joked about, how a Spartan would have hormones that makes him act like a hormonal teenager. I'll be abusing this as much as I want. One last thing, these characters are owned by others. I'll have the owners of said characters on the next chapter, but Viper is my character.** **Other than that, see ya next time!**


	5. Chapter 5

**A/N: hello fellow fanfic readers and loyal followers, this is the Fifth Chapter of MLP:AOR. First order of business is review. While there's not a lot, they still make me feel like I'm doing something good with this story.**

 **Also, to RevengeS197, the reason the death count is in the** _ **trillions**_ **, not** _ **billions**_ **, is that in this story, the UNSC annexed 8,000 world, with 2,000 used for Colonies,while the rest were resource worlds, as such, the population per planet will be discussed in the next chapter. Also, remember that the Outer Colonies was practically wiped out by 2536 and not a lot of people survived.**

 **So that's that. In this chapter, I'll be showing what would a aftermath of a UNSC Victory looks like against the Covenant, along with filling some plot holes.**

 **Disclaimer: I don't own Halo, MLP or any other franchise in the story, they belong to 343 Industries, Hasbro and their respective owner. The characters and their owners that'll be used in the story will be put in order:Duelist96:Marcus,Callie,Luke,Andrew,Blake. DragonsHeart:Shi'ala,Nieta,Kar'kana,Valup 'Tchua,Ryab. Curious Garchomp:Xeni. Zero Giratina:Liara. Viper is the only character that I own.**

Chapter 5: Aftermath and reunion

Tuesday, August 25th, 2552

 **Ponyville, Equestria**

Twilight was walking around and saw all the destruction of the homes by the Banished, as they are now called. Over seventy percent of the buildings were destroyed, but only a few deaths, thanks to the Marines, Centurions and Hoplites. She never thought that she would see this, all of this death, misery and despair.

It made her sick.

She saw Marine Corps engineers, with the help of Earth Ponies, were able to rebuild half of the damage. She heard that by Friday the town would be back and good as new.

Then came the bodies.

She saw Marines dragging dead Banished soldiers into the Crater that was made, while gasoline was being dumped into the corpse. She knew what was going to happen to them. Next, was rows of humans in a body bag, a reminder that they paid the price to save them. She didn't hear the chatter of ponies going about with their lives, no fillies and colts playing in the streets.

Nothing.

Twilight thought that she was in an abandoned town.

She heard that Applejack was helping with the some of the engineer with putting up her barn, that survived, though it had some damage. Though she knows that Applejack was shaken. After the battle, she ran home to see if anyone survived. Applebloom and Big Mac were okay, but her grandmother?

She died from a stray ionized bolt from a beam rifle. Though she died saving Applebloom from the bolt. Applebloom was in her room, crying. Big Mac was drinking at the local pub, trying to drown his sorrows. Applejack was working to get her mind off of it, but it'll stay in her memory forever.

Pinkie Pie went back to SugarCube corner, only to see rubbles in it's place. Pinkie started to move them away, trying to find Mr. and Mrs. Cake. After minutes of digging, she found Mrs. Cake, five months pregnant, hiding in the steel storage room. Mr. Cake wasn't lucky, he was outside the steel door when it collapsed. His final action was shutting the door, sacrificing himself to his his pregnant wife, before being crushed.

Twilight felt bad about what happened and gave her spare room to stay in until SugarCube corner was rebuilt. Mrs. Cake thanked her, while Pinkie kept her company.

Twilight saw Rainbow Dash helping put out fires that were still blazing after the battle. She helped with the Search and Rescue team to find those still alive in some buildings, acting as a beacon for the team of ten Hoplites to move the rubble and to pull out any survivors, who were then sent to the Hospital nearby.

Rainbow Dash was putting on a facade in order to hide her true emotions, fear and despair. After two hours of Search and Rescue, she wanted to drink. Half of her search ended up with more corpses, mainly parents protecting their children. She wanted this to end, but she still had a job to do.

Last time Twilight saw Rarity, she was helping the Medics with making makeshift arm slings, applying bandages to wounded Marines, who injuries weren't severe, but needed to be covered up to prevent infection, or helping with stitching up open wounds. Despite her size, she was precise in stitching up 's home, Carousel Boutique, was in shambles, though her supplies and equipment, that was in a safe, survived. She put her skills to the test, as she spent the last 24 hours awake, no sleep or break.

Twilight decided to go visit Fluttershy at her home, which survived, thanks to it being so close to the Everfree Forest. She knocked on the door, as Fluttershy opened it.

"Oh, Twilight! I wasn't expecting you here!" Fluttershy said. She allowed Twilight in, as she looked around.

Fluttershy was helping with the kids, especially those who lost their parents. Along with some other mothers from Ponyville and her animals, she kept them occupied at her home, while construction was underway at Ponyville.

Twilight knew that Fluttershy was emotionally drained, though she received some unexpected help, in the form of the Spartan named Viper-A258. Viper helped Fluttershy with watching the kids and feeding the babies. She also noticed that Fluttershy had a light blush dusting her cheeks, before looking away.

"T...th...thank you for helping us." Fluttershy shyly said, as Viper put a Unicorn filly down to the ground.

"It's alright, I had nothing else to do." Viper said, looking at her, without his helmet. Twilight couldn't help but blush as well.

He had light tan skin, a clean shaven face, a fade haircut. What surprised her was the scar that went from his chin up to his left eyebrow, which were a electric blue.

"Where's your team?" Twilight asked.

"They're in Canterlot, helping out." Viper said. Last time he heard from his team, was that there were small pockets of resistance, so all but him went, because he found out that he ripped his Achilles Tendon on his left foot , along with several torn muscles in his legs on the Super Carrier, though the nanite in his body is repairing it, he'll have to stay in his armor for any support.

"So Viper, what's going to happen?" Twilight asked, feeling like a school filly asking her crush a question.

"I don't know, though there will be a meeting with the world leaders." Viper said.

Viper put his helmet back on. Viper stopped moving for several seconds, before sighing.

"Great, just what I needed. Hey, you want to come with me?" Viper asked the two. Fluttershy looked at Twilight, before looking at Viper.

"I don't know, I still have to help out around here." Fluttershy said.

"Don't worry, we got this." Tender Heart, a mom of Button Mash, said, as she held a baby, who was slowly falling asleep.

"Okay then." Viper said, as he called for a Pelican pick up.

 **-Canterlot Castle-**

Most of the wounded were occupying most of the room in the castle, while nurse and doctors were running around, trying to stabilize the more severely injured.

Celestia was walking down a particular hallway, where Vice Admiral Dragovich was in. He suffered a concussion when a plasma torpedo hit his ship, knocking him around and he hit his head on the various bridge controls.

Celestia wanted to know why he had satellites that was orbiting the planet without _her_ permission. Her train of thought was stopped, when two gurneys passed, where two body bags where on it.

The two more Marines died from their injuries.

She looked around and saw the pain and sorrow on everyone face. She felt sad that they were fighting just to survive. Celestia heard from Luna that this was normal for them and when she entered some of their dreams, they were living past battles, seeing friends dying, worlds glasses and ship debris falling to the planet. The worst part is these dreams can come in the form of flashbacks, especially when a certain events triggers it. The Medics call this condition Post Traumatic Stress Disorder or PTSD.

Celestia also soldiers having what most called the 'Thousand Yard Stare', in which soldiers would have a limp, blank, unfocused gaze, usually from battle worn soldiers. She thought that she was looking at ghosts. Celestia eventually made it to the room of Dragovich, where two Hoplites were standing guard and four more position at the end of the halls.

Celestia opened the door, after being cleared by the two, and saw Dragovich with Romanov and McKay, a Admiral that arrived in another fleet, who ultimately saved the entire planet.

"Celestia." Dragovich said, as the other two turned to the 8'6 Alicorn. Celestia nodded to the two, before looking at Dragovich.

"Dragovich, can you explain to me why you had satellites in orbit, above my _country_?" Celestia sternly asked. Romanov looked at her with a glare only hardened soldiers like him can make.

"After you tell us why are there _humans_ on this planet?" Romanov asked. Celestia flinched at the question.

"You're the only ones on the pla…"Celestia said, before she was cut off by McKay.

"No, we're not. After Spartan team designated as Rogue came back from the Western Hemisphere, they saw humans coming out of their homes, pointing to the Pelicans they were in. Along with that, UNSC satellites picked up weak radio wave coming from certain parts of the planet, similar to that of Earth in the 21st century. Now cut the bullshit and tell us why are there humans on this planet." McKay said, as Celestia looked down, her ears were lowered, in a way that made her look cute.

"The reason I didn't tell you is because I don't know how the world will react to such powerful humans, who have no magic." Celestia said. She saw all the wars that the humanity fought, including the First and Second World War, where technology dictates how war was waged. She read about the use of the first two atomic bombs just to end the second war. Then she read the Cold War era.

The mere fact of weapons that can destroy entire cities were made just to ensure peace through mutual destruction made her head spin.

"Look, I know that you're scared of what would happen, but you not telling us about humans here would have made things more complicated. What if the Banished attacked them? We didn't have enough transport to go move troops around and if the Banished did made it through the blockade..." McKay said, with Celestia knowing what he meant to what he felt bad. Despite the different name, what if a Banished ship did made it through? She read reports about the amount of Casualties suffered from the battle.

Eight million soldier are now dead, either on the ground or in space, they died protecting the planet. Out of the 366 ships that engaged the Covenant ships, they lost 225 ships, which is nearly two-thirds of their fleets combined,even with Forerunner shield tech, with the 19th fleet attacking the Banished fleet head on losing so much of their ships, they make up nearly the majority of the ships lost.

The remaining ships of the fleet, a _mere_ 33 ships out of 183, consist of 1 Punic ship, 1 Artemis Battlecruiser, 2 Valiant Super Heavy Cruiser,5 Marathon Heavy Cruiser, 8 Halberd Destroyers and 16 Frigates, were being transferred to the the 20th fleet, who only lost 75 ships, which consists of 42 frigates,16 Destroyers,9 Marathon Cruiser,5 Valiant Class Super Heavy Cruiser,1 Artemis Class Battlecruiser and 1 Epoch Class Carrier, which included their flagship, the UNSC _Queen Mary_ , when a damaged CPV-Destroyer fired its last torpedo into the ship's reactor, setting off a chain reaction that caused the ship to be evaporated, leaving nothing behind.

And from what she heard, the total casualties was nothing compared to other battles, where death tolls were much, _much_ larger than the one here, including _2_ _Trillion_ who died in the Harvest Campaign.

Celestia just wanted to head back to her room and cry, wanting this to end, thinking that it was just a bad dream. But she knows that her choice had consequences and her choice of not telling them that there were humans here had dire consequences. Now she was paying the price.

"If you would have told us, we would have taken necessary actions to prevent more casualties, but you didn't tell us, there would have been more than eight million dead, hell we could have lost the planet!" Romanov exclaimed. Celestia was now almost in tears from everything that transpired in the last couple days.

Before Romanov can berate Celestia more, Dragovich glared at him, with his face saying 'keep this up and you'll be shot from a MAC gun.' Romanov shut his mouth.

"I'm sorry for what my colleague said, but it's true, we could have lost more than the casualties listed. The reason we didn't tell you about the satellites is because we didn't want panic to spread. If you were notified about them, you'll removed the only way we can detect them." Dragovich said. An Officer entered the room and whispered something into McKay ear, before leaving.

"I'm sorry, we have a meeting to go to. We'll leave you to your thoughts." McKay said, as he, Dragovich and Romanov left for the meeting.

Celestia sat down in the chair and, after they left the room, started crying.

 **-Ball Room-**

In the makeshift hospital, surgeons were working around the clock trying to save as much as they can. The wounded have injuries that are life threatening, ranging from punctured lungs, internal bleeding or those that were hit with a plasma shot. As such, all with non life-threatening injuries are put on hold or in the guest rooms converted into hospital rooms.

"Jesus that hurts." Miller said, as his last open wound was closed.

"Shut it, you big baby." A Surgeon said, as she removed her gloves and mask.

"Lucky bastard got a shot at me when my shield was down." Miller said. Miller was on patrol with RWBY to clear out any Banished forces, when a Elite hit him with a carbine round in the arm when his shield was down, before Ruby cut it in half. While the round was lodged in him, he started to feel the radiation affect him.

After ten minutes of digging out the radioactive round and a lot of potassium iodine, he was slapped with a week of no active duty.

For him, it was a week too fucking long.

"Holy shit, a Spartan!" The surgeon said.

Miller turned around and saw Viper-A258 or Reaper, as most Marines and ODST calls him, walking with Twilight and Fluttershy. Miller also saw that he was slightly limping.

"What's with him?" Miller asked.

"He suffered some injuries on the super carrier, a normal person would have been hospitalized for the injuries he has." The surgeon said.

Miller was looking at him. He remembered seeing him twelve years ago, when he was 18 and a new ODST. During the battle of Epsilon Seuden 1 in 2534, he and 49 other were testing out new shield technology that was save more lives, when 400 Covenant troops attacked them. Despite killing half, 32 were killed in the process.

When they were all surrounded, Miller noticed that there was no more plasma fire. Upon looking, he saw Viper snapping the neck of an Elite Major.

To this day, Miller wanted to meet the Spartan that saved him. Now was his chance.

"Oh no, you're not going anywhere until we get a cast for your arm." The surgeon said.

"Excuse me, but can you tell me where Princess Celestia is?" Viper asked, as he wanted to talk to her. He saw Romanov, McKay and Dragovich walking towards the their makeshift control room, with Romanov muttering about Celestia. Knowing him and his (in)famous temper, he wanted to go check on her.

"She's not far from here, take a left down this hallway and then make a right to go to the hallway that'll be near a wall of Mosaic tiles. On the right will be a door with the number 102 on it, she'll be in there." A Marine medic said, as he pulled out a piece of shrapnel from his unconscious patient.

"Thank you." Viper said. As soon as he left, two girls entered the makeshift hospital, one with blond hair, green eyes, wearing

a dark teal nun outfit with light blue accents, a white veil over her head with light blue accents, a brown satchel slung on her right hip, and brown boots with black straps in an X-shaped pattern. Her name is Asia Argento.

The next girl wore a General's apparel, similar to those used by Germans in the First World War, with long sleeves, a blue scarf on her neck, and high-heeled boots. She had blue eyes and hair. Her chest was also showing, getting her a lot of attention from the male in the room. Her name is Esdeath, General of The Empire, one of three Superpowers in the world.

"Thank you for taking me here." Asia said, as Esdeath placed her hand on her shoulder.

"You don't have to thank me, I wanted to have a friend with me on the trip." Esdeath said, as she and Asia walked around. Asia was looking for Miller, after the battle, she wanted to see him if he was safe.

As the two moved around the ballroom, Asia spotted Miller, who was sitting up in his bed.

"Miller!" Asia yelled, as she hugged Miller.

"Hey Asia, how are you doing?" Miller asked.

"Great!" Asia said, as she saw his arm that was now in a cast.

"What happened?" Asia asked, as Miller lifted his arm.

"This? Some Split Lip got lucky and I got hit when my shield was down. I won't see active duty for a week." Miller said.

"Split Lip? By the way, I'm Esdeath." Esdeath asked.

"A nickname we gave to the Elites." Miller said.

"I see. Also, I didn't get your name." Esdeath said.

"Corporal Mark Miller, 66th ODST Division." Miller said.

"ODST?" Esdeath asked.

"Orbital Drop Shock Trooper or Helljumper." Miller said. Both Asia and Esdeath had widened eyes.

"Wait, you're dropped from orbit!?"Asia asked, scared at what her friend does.

"Yeah, because when brass need to get behind enemy lines but can't risk transport ships being shot down, we're the ones who are called up." Miller said, chuckling at their facial expressions.

"Can you tell me who was that tall fellow that came in here earlier?" Esdeath asked, out of both curiosity and wanting to know how to make soldier like him.

"Viper? He's a Spartan." Miller said.

"What's a Spartan?" Asia asked, tilting her head in a cute way. Miller sighed, knowing that it was going to be a while.

 **-With Viper-**

Viper was walking through the Halls of Canterlot. He was tired. Simple as that.

He has been fighting for a whole month, no breaks or any time to rest, sneaking a energy bar here and their. The only time he relaxed was on the Arcadia, but even then, he kept his skin suit on. He doesn't want to admit it, but he can't keep fighting.

The only reason he's moving is his armor. If he remove the armor, he will collapse. Viper knew that he needs to sleep. He soon yawned, but wasn't visible, thanks to his helmet.

Earlier,he saw the Casualty report from Reach and went straight to the Spartan Legions, which were broken up to Alpha, Beta, Delta and so on. What he saw was disturbing.

Alpha Legion suffered 95% casualties, mainly from reach. Meaning that out of 25,000 Spartan-IIIs from Alpha was 'Missing In Action'.

Only 1,250 remained. The Bravo Legion suffered 90% casualties, but with a larger Spartan group, they had more Spartans.

Viper, feeling pain and guilt for the second time, decided to head to Ponyville to get his mind off the subject. When he met Fluttershy for the first time, his face was beet red.

Fluttershy had curves that any woman would killed to have. Her rear was nice and firm, though it did jiggle when she walked, her hips accentuated her waist, which was similar to a hour glass, then her chest was something that would have been pillows to her. Viper shook his head.

 _'Get ahold of yourself! You're dating Drew and you're staring at other women. Including...the... Female Elites." Viper thought to himself_. He felt like the Universe is fucking with him.

Viper then reached the room that Celestia was in and opened the door.

"Um, Miss Celestia?" Viper asked. Viper, with his enhanced hearing, can hear soft crying. He slowly open the door. Once he entered, he sees Celestia crying, confirming that Romanov temper got the best of him.

"Celestia?" Viper said a bit louder. Celestia looked up and saw Viper. Viper entered the room, before closing the door.

"Are you alright?" Viper asked, as he sat down on the bed.

"How can you do this?" Celestia asked.

"What?" Viper said.

"How can you deal with all of this? Fighting off against insurmountable odds, dealing with the death and destruction for the last 27 years? How can you still fight?" Celestia asked. Viper sighed, as he sat down and removed his helmet.

"That's something that I thought about too much. The reason I fight, is to save lives and to buy Humanity more time to end the war. I seen things that would have pushed a normal man psyche to their very bounds. Humanity painted us Spartans as soldiers that are invincible, but that's not true." Viper said.

"What?" Celestia said, confused about what he said. She heard from Marines and Officer talking about soldiers who were unkillable, soldiers who can take on armies.

"The UNSC has a saying for us,'Spartans never die, they're just missing in action'. Implying that we never die, but that's wrong. Beneath the Augmentation and armor, we're still human. But, we even forgot that we were human. Most soldiers thought that we were more machine than man cause of it." Viper said that, as he remembered all the looks that he received. They were trained to show no emotions what so ever, not even when a comrade dies.

"I know how you feel, Viper," Celestia said, "Most of my subject saw me and my sister as goddesses and such, most of the noble stallions try to marry us only for our status. We swore off marriage in an attempt to stop it, but it only got worse." Celestia said, as tears started to slide down her face.

Viper was sympathetic to Celestia. They were considered god's(metaphorically speaking for him) by their own kinds, but they are still ponies and human. Viper reached out and hugged Celestia, who hugged back.

"Look, I know that you may have been put on a pedestal that you never asked, but don't let that get to you. If want someone to talk to, use this and radio me, okay?" Viper said as he gave Celestia a small device.

"It's a TAC-Com, used by Spartans if our radio in our helmet is busted." Viper said.

"Thank you." Celestia said, as she eyed the little device. It was as big as her ring finger, but it had a mic and speaker in it so she can talk to Viper.

"Hold on." Viper said, as Kalmiya sent him a message.

"Fuck!" Viper said, before running out of the room, breaking the door. Celestia looked out the broken door and saw Centurion and Hoplite running to where Viper was going. Celestia then started to walk towards the location.

 **-10 minutes ago-**

Summer Rose was desperately looking for her two daughters, when she heard from Dragovich that she looked like Ruby. She started to look around, until she saw them.

Ruby and her team was relaxing when they heard a voice that they never heard in a long time.

"Ruby, Yang?" Summer said. Ruby and Yang turned around and gasp. Ruby saw her mom, who was the spitting image of herself, if she was 42 years old.

"Mom!" Ruby yelled, as she ran into her mom's arm for the first time ever since she was 5, that was 16 years ago.

Yang got up and hugged Summer too.

"I miss you so much!" Summer said, as she hugged her two daughters for the first time after her 'death'.

"Miss Rose." Ozpin said, as he saw one of his student for the first time since her disappearance in 2532.

"Ozpin. Why are you all here?" Summer asked. Ozpin sipped his coffee, before telling them what happened.

"In the year 2542, 10 years after you disappeared, your daughters went to Beacon, Yang by going through combat school and Ruby...she was a special case. They became team RWBY, with Ruby as the leader, along with Weiss Schnee and Blake Belladonna after initiation. They had a rocky start, but it smoothed out eventually. As the second semester started, we received reports of unknown beings wiping out villages. Atlas sent a battalion, while we sent RWBY and JNPR along. What they saw was terrifying." Ozpin said, as RWBY shuddered at the memory.

"What did they find?" Summer asked.

"They found mutilated corpse, littering the street, plasma scorches on walls. We eventually had our First Contact with the Covenant. Fear and Panic spread across the Four Kingdom, which cause an increase of Grimm activity. Eventually, the UNSC arrived and tried to help us, but considered Remnant a 'lost cause' and started a evacuation. It went smoothly, until a armada of Covenant ships came in and attacked the planet. Out of 25 million, we were lucky to have 5 million survive." Ozpin said, remembering how Beacon was destroyed in a single strike from a Energy Projector.

"Afterword, we decided to stay with the fleet, seeing that they saved us. Now the 5 million called this planet home." Ozpin said.

"I...I see. What happened to Qrow and your father?" Summer asked. Ruby and Yang turned to each other, before turning back.

"Uncle Qrow was with us when we evacuated, but dad, he...he…" Ruby said, as tears started come down her face.

"He's gone mom. He died protecting us." Yang said, before pulling a flask of whiskey out of her cleavage.

Summer had a rush of emotion. She felt like she was about to pass out. She not only didn't get to be there for their initiation, but now her husband was dead.

"I'm sorry I couldn't be there. I wish I could have done something." Summer said. Ruby hugged her mom.

"Mom, you weren't there for most of our lives, but you showed us what to be and that's all that matters. Dad always told us stories about you, so we know what kind of person you are." Ruby said. Summer smiled, as she hugged Ruby. Unfortunately, she heard a voice that she thought she would have never heard.

"Summer-019." Rusty said. Summer turned around and saw Rogue Squad standing there, wearing their Mk.V Mjolnir armor, along with their energy lances out.

"Rusty-626." Summer said, as she pulled out her weapon, before it transformed. It was a bardiche, with the blade made out of Nanolaminate, which she had 'borrowed' from the Research and Development Dept, but what covered the blade made it dangerous. The blade is lined up with plasma, essentially replacing the edge of the blade once activated. In other words, getting hit any exposed part by the plasma edge would result in damage similar to a energy sword.

"Mom, how do you know them?" Yang asked.

"Because she's a Spartan-II." Rusty said. Ruby and Yang were shocked.

"Mom, why didn't you tell us?" Ruby asked. Summer sighed, as seeing that her secret was out now.

"I didn't want ONI to know that I had you, the first ever offspring of a Spartan-II. Yang, your mother was also a Spartan-II. She left you with Qrow because she wanted to keep you safe." Summer said. Yang flinched, remembering at yelling at her mom for abandoning her when they finally met, when in reality she was protecting her.

"You left us because you wanted a 'normal life'. Guess what Summer, you're a Spartan-II, along with Raven-080, you never had a normal life and never will get one." Isaac said to Summer, gripping his lance very tight.

"You maybe right, but me and Raven gave our daughters a chance to have a normal life and that's all we care about and if you think you can take them away from me, you're dead wrong." Summer said, as she raised her weapon.

Rusty and Rogue Squad didn't say anything, as they rushed towards Summer at speed that no one can see. Unfortunately, as soon as they got near, Summer smacked them with the flat side of the blade, knocking them back.

Summer then knocked each Rogue member out while they were down, except for Rusty and Isaac.

"Big mistake Summer." Rusty said, as he charged at Summer again and the two crossed blades. Both activated their energy weapons, creating sparks between them.

"You abandoned us! Daisy is dead because of you!" Rusty yelled at Summer.

"You're really blaming her death on me? When she wanted to escape with us as well!?" Summer yelled back. Then the two started to attack each, trying to find or make their opportunity to hit each other. While Rusty Mjolnir armor gave him more speed and a better reaction time, Summer Semblance gave her the edge, as she can control her size, in which she can go back to her Spartan-II Height or to her other height, which is 6'6. She can change her height at the last minute, making Rusty hit nothing.

"Stop using your magic and fight me!" Rusty yelled, as he went all out. Summer blocked all of Rusty hits, but due to Rusty height and Summer's fatigue, Rusty was able to get his blade close to her leg, causing her to scream in pain.

"Mom!" Ruby yelled, as she ran, only for Isaac to grab her.

"Let me go!" Ruby yelled at the Spartan.

Rusty lifted Summer up so she was in a kneeling position. Rusty then lifted his weapon above his head.

"This is for Daisy." Rusty said. Before he can kill Summer, he was yanked backwards, before having his back kicked.

"You stay away from her." Viper said, as he kicked the deactivated weapon away from him. He then looked at Isaac.

"Drop her, now." Viper said, his voice laced with venom and anger.

While not known by most, Viper is one of the _three_ who can put fear into Spartan-IIs, the other being Halsey and Mendez. Isaac, in fear of getting attacked, the first is because she is somewhat their 'mother' and Mendez cause the Spartan-II are still scared shitless of him, dropped Ruby, who ran to help her mom.

"Let me help." Viper said, as he picked up Summer. Summer leg had several burn muscles, meaning that if not treated in time, it would need to be amputated.

"This is not over Summer!" Rusty yelled, as he shakily stood up. Viper turned around and glared at Rusty. Rusty could have sworn that Satan himself was staring at him. His team, after waking up, eventually left.

Viper eventually started to walk to the ballroom/hospital for Summer injury.

"What's with him?" Viper asked Summer.

"It happened after our Augmentation. Me, Daisy, Raven and several others ran away from Halsey, wanting to have a normal life. Daisy was able to find her home, while my family and Raven's was killed on Remnant, leaving me and her alone and with no one to go, so we turned myself back to ONI." Summer said, as Viper listened to her story.

"The incident gave us a bad reputation, because we were willing to abandon our 'family'. Ralph was discharged after having a psychological break and killing his clone." Summer said. Viper was shocked. Clone? Viper put that away for when he and Halsey talk again.

"Eventually the War started and we were sent to Harvest. We found Ralph, who joined the Marines. Raven and I was tasked in destroying a armor column, which was hard to do with Jackals everywhere. Me and Raven finally destroyed the enemy armor column when we found out that Daisy and Ralph died. We didn't forgive ourselves for allowing them to die. We stole a Prowler and went back Remnant, along with discarding our armor on the ship, before taking a drop pod to the surface." Summer said, as she pulled out a small teddy bear on a chain.

"This is the only thing that reminds me of Daisy." Summer said, as she cried silently.

Viper didn't know how to respond. On one, he wanted to comfort her for what happened to Daisy, but at the same time, he wanted to tell her not to dwell in the past, like he did after he watched his original team died.

Before he can say anything, he saw a Combat Medic just down the hallway. Viper couldn't help but chuckle at the 'unnofficial' rules of a Combat Medic.

 _'Rule #1. Good men always dies, rule #2. Doc can't save everyone,#3 Doc will go through Hell and back to break rules #1 and #2.'_ Viper thought. He eventually was able to get Summer to the Medic, as he started to clean the wound so it won't get infected.

"Thank you." Summer said, as she was placed on a gurney before getting rushed to a surgeon.

Viper, after dealing with all of what has happened in the last 24 hours, decided to call Celestia. The reason?

He wanted a drinking buddy.

 **A/N: hello my faithful followers and reader. Jesus this chapter was a mess! I had to do this chapter 25 times!** ** _25_** **! I had Writer's Block that decided to visit me after the 4th chapter. Anyways, I created a backstory, albeit a short one, for Summer and Raven, along with Summer's Semblance. The backstory for them was actually from when me and a group of friends were discussing this story on a Halo match. Also for why Rusty hates Summer? Well, Daisy dying is one of them, but the other will be revealed at a later time. Now, for the little talk with Viper and Celestia.**

 **The reason that Viper said that is because, well it's true. Spartans, both IIs and IIIs, forgot they were still human, that they still had emotion and personality, which eventually led to the general population of the UNSC to think that they're more machine than man. In Halo 4, it was touched upon by Lasky and Chief at the end.**

 **Alright, we got the serious part done, let's get down to the fun stuff. A Highschool DxD and Akame ga kill characters are in the story, which also might be a hint to how Dom and Kushina are alive, but up to you...and mainly me! Also, next chapter, Viper and Celestia gets smashed and the world leaders meet. We might have several more series, either games, anime or otherwise, showing up to this soon to be humble of crossover story! Until then, see ya next time!**


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